


Transformers Prime: Ponies in Disguise

by RavageXeno



Category: My Little Pony: Friendship is Magic, Transformers: Prime
Genre: Alternate Universe, Crossover, Gen, Original Character(s)
Language: English
Status: Completed
Published: 2019-09-24
Updated: 2019-10-07
Packaged: 2020-10-05 16:28:01
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 23
Words: 57,360
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20491796
Author URL: https://archiveofourown.org/users/RavageXeno/pseuds/RavageXeno
Summary: After being captured, Starscream is given a final chance at being allowed in the Decepticons. That is, if he can survive a trip with a new prototype machine created by Soundwave called the Trans-Dimensional Warp cannon. Which transports him to Equestria, now all he has to do is return home. With the help of some new (and old) 'friends', what could possibly go wrong? It's only Starscream.(Potential Spoilers I guess.. This is set before Breakdown is killed and before Starscream has the Apex Armor or loses his T-cog. And pony wise, just after the end of Season 2.)This is basically a re-upload from fimfiction, with a bit of editing done... It's been so long since I've touched this..





	1. Chapter 1

Starscream crept silently through the darkened woods, wincing at every branch that snapped and cringing at every falling leaf. He was making his way towards an 'abandoned' energon mine in the heart of the forest, that should still have some energon that was 'accidentally' left behind.

"Ugh!" he exclaimed as he continued walking whilst throwing his arms up in the air, "all this organic junk is making me feel sick! Oh, by Primus, I do miss Cybertron... But one day I will rule the Decepticons and then I will return Cybertron to its former glory!"

Starscream was so entranced by the ideals he saw in his optics that he momentarily forgot that he was walking through the woods. His plan to not fly directly to the mine and avoid any unwanted attention was practically rendered pointless by him continuing to shout his ideas to the heavens.

"Ha! The Autobots will tremble in their servos when I am in command!" He continued, as he headed further into the woods, "I shall crush them and their pitiful existence with a swipe of my hand!"

He laughed, enjoying what he was imagining. Then his optics glinted as he remembered his former leader. "MEGATRON!" he screamed at the heavens as if Megatron would be able to hear him, "You will rue the day that I become lead-aaaaaaaaaaah!" He screamed as he fell off a cliff and landed in the mouth of the mine.

"Oh, so that's where I put it," he said, picking himself up and dusting himself down. He silently berated himself for not looking where he was going, before walking into the darkness of the mine. But at least, if he had trouble finding it, others would have the same problem, he thought to himself as he walked.

* * *

Breakdown and Knockout roared along the forest track, Knockout keeping his speed down to allow his bulkier friend to keep pace with him. But also to make sure that he didn't get any mud on his freshly buffered chassis.

"Breakdown. How much further to the energon mine, I'm not sure how much longer I can take driving through this repulsive dirt. Do you know how long it's going to take me to get rid of it?" Knockout whined, wincing at every piece of dirt that hit his gleaming red body.

"Calm your servos Knockout, we're almost there. And don't worry, when we get back to the Nemesis I'll help you clean off that dirt," he said, consoling his companion as they turned the final corner and stopped in front of the energon mine. Their headlights barely illuminating the dark entrance to the tunnel.

"Ah Breakdown..." Knockout replied, as they both transformed and faced the cave. "What am I ever going to do without you?" he asked as he moved towards the entrance, inspecting the ground he noticed a small crater and some footprints leading into the cave.

"Say old pal, know any 'bot or 'con that has footprints that look like high heels and has a tendency to fall off things?" he asked his big comrade, a devilish grin forming on his faceplate. Which was mirrored by Breakdown after a few moments.

"There's only one that I know of," Breakdown replied, whilst transforming his fist into his hammer, followed momentarily by Knockout equipping his energon prod. Side by side they entered the energon mine looking for their prey.

* * *

A few million miles away in a different dimension, Princess Celestia sat on her plush comfy bed, relaxing with a book after she had just raised the Sun. Everything was peaceful, well as peaceful as it was normally around here with the ponies just calming down after the Changeling invasion. But everything was finally returning to normal, so she could class it as peaceful.

Well it was peaceful until a violent tremor shook her mind and caused the room to shudder. Alarmed, she stood up and shook her head to stop the room from moving. She headed towards the doors, but hid her expression behind a mask of calm before she left her chambers.

Dutifully standing outside her doors were two of her Royal guards, a pegasus and a unicorn. The pegasus seemed unfazed by the tremor, instead looking at his partner with concern as he gripped his head. Noticing the princess he tried to shake off the headache and regain his usual demeanor. She smiled at him, and told the pegasus to escort him to the infirmary to make sure he was okay. Further down the hallway, another unicorn gripped his head in the same manner, until he eventually shook his mind free of the phantom migraine. She checked on the unicorn, before sending him to the infirmary as well. He left after a bit of protest, but his post was soon filled by another guard.

_'It seems that only the unicorns were affected by the tremor, so it had to be somewhat magical in its origin'_ Celestia thought as she made her way down the corridor at a brisk trot. Gratefully she wasn't interrupted as she made her way to the throne room, which was where ponies would go to reach her, as they usually did during a crisis.

Predictably, Luna was already there pacing in front of the throne, dark circles were prominent around her eyes because even at this early hour, it was way past her bedtime. As soon as the doors opened Luna looked up, and once she saw her sister was alone she practically jumped on her in a hug. Luna had gotten lucky whenever there was a crisis to not be around whilst they were happening, so this was the first one since her return that she would participate in. And Celestia could spot the little hints that showed she was nervous.

"Sister what by the night just happened?" Luna asked, breaking away from the hug.

"I don't know dear sister," replied Celestia with the sombre truth, whilst trying to comfort her.

* * *

Now back to the other dimension. Where Soundwave was powering down the Trans-Dimensional Warp cannon which he had just been using in his lab to demonstrate its <strike>awesome light show capabilities</strike> ability to teleport bots to other dimensions.

"Excellent Soundwave, the machine seems to be working fine. However we need a test subject to ensure it's safety." Megatron said from the doorway where he was standing, out of the way so that he didn't become said test subject. As if on cue Megatron's communicator started beeping.

"Knockout, I hope you have something worthwhile to tell me?" Megatron asked menacingly.

"Lord Megatron, I've heard that you were in the market for a test subject," he replied.

"Cut to the point, you're trying my patience."

"Well, when we were searching the energon mine like you instructed, we found a pathetic excuse for a traitor who tried to ruin my paint job."

"Ah, Starscream. What a pleasure it will be to see him again," he said, his already red optics flashing red with menace.

"NO! Knockout please please please don't take me back to him. Please! I'll do anything, anything at all. Plea-ACK" Starscream shouted through Knockout's comm link until he was jabbed again with the energon prod, which made Megatron chuckle.

"Heh heh, we shall bring him to you at once, my Lord," continued Knockout then cut the connection on the communicator, looking down at his prisoner, who was lying unconscious on his front with his wings and hands cuffed. Breakdown nodded to his partner before he grabbed Starscream's prone figure roughly and headed back to the Nemesis.

**Notes for the Chapter:**

> Gonna try and get all the chapters transferred over within the next two weeks hopefully...   
So if anyone actually cares about this they shouldn't have to wait too long for it......


	2. Chapter 2

Starscream looked at his surroundings. He was in Knockout's lab, cuffed to one of the operating tables. In front of him was a smaller table, which was covered in all manner of sharp implements. The scene made him sickly reminded of when he had captured Arcee and Cliffjumper and they were imprisoned in Shockwave's lab. He hoped that what he had planned to do to them wouldn't happen to him.

He was also reminded of how he had stabbed Cliffjumper through his chest plate with his fingers. The thought made him smile.

Which was a bad idea.

"I hope you aren't enjoying yourself too much," said Megatron from the shadows which hugged every wall in the room.

"L- Lord Megatron. How, how l- lovely it is to see you again. Well, I would like to see you," he stammered, trying to find his invisible assailant in the darkened room. He gulped when he saw two menacing red eyes staring at him from the shadows.

"Ha! I'm sure you'd like to see me. Dead," Megatron said stepping forward into the light. He stood, glaring at Starscream's writhing form. With a laugh of contempt, he turned away to select an item from the table. Starscream stared in horror as he realised what he was doing.

"NO! Lord Megatron, please don't" he stammered, trying and failing to break his bonds as Megatron turned back towards him with a menacing saw in his grip. Starting the saw up, he lowered it until it was spinning violently next to his face. In terror and acceptance that this was the end, Starscream closed his eyes.

Megatron laughed.

The kind of laugh that came after a city or an army had fallen, or that he had proved his point.

It was the laugh of triumph.

Sure that the laughter wasn't intended for his demise, Starscream opened his eyes. To be met with the saw slowly powering down, making him flinch as the blade slowly caressed his face.

"Don't worry Starscream, I have something much better planned for you," he said, a devious glint to his eyes hidden from Starscream as he moved the saw away from his face and placed it back down on the table. But Starscream knew that something much worse was planned for him.

"Why won't you just kill me?" Starscream asked in anguish as he watched Megatron walk away into the shadows. He stopped as the door opened, allowing the golden light to seep into the darkened room and casting Megatron's menacing shadow onto Starscream.

"But what would be the fun in that?" he said as he continued walking, making Starscream grimace at the thought. The door closed and left him in darkness.

* * *

Not long after their "meeting" Starscream was escorted - none too gently - to Soundwave's lab where he was thrown to the floor in front of a strange-looking cannon which hummed softly in time with the blue pulsing lights which were dotted around the machine. Soundwave stood behind the cannon at the control panel, the glowing shiny buttons reflected off his visor. He didn't even look up as Starscream slammed into the floor, he just continued silently with his work.

Starscream lifted himself to a sitting position and he slumped, defeated in the centre of the room. Megatron had been very precise on the way here; they were going to uncuff him and he was to sit (like some mindless minicon) in the centre of the room, and if he tried to escape he would be reacquainted with Knockout's energon prod, which was waiting outside the room with its owner.

"Starscream, I have a proposal for you," Megatron said, grabbing Starscream's head and tilting it towards the cannon.

"This is a Trans-Dimensional Warp cannon. In theory it should transport people to other dimensions. However it hasn't been tested yet," he continued, grinning at Starscream. Starscream understood the true meaning of that sentence. And the implications it had for him.

"Please tell me you're not thinking of sending me through that thing?" he said turning his gaze towards his former leader, who returned the gaze with a small chuckle. Horrified, he turned towards Soundwave for assistance.

"Soundwave please, you can't let him do this to me!" he begged, as he broke out of Megatron's grip._ ’Surely Soundwave wouldn't let me get torn to pieces just to amuse Megatron?’ _ he thought as he looked into the emotionless visor of his silent comrade.

"Soundwave, in this time of need we should be prepared to make sacrifices for the greater good of the Decepticon cause. No matter the consequences." It was him. his voice projected through Soundwave's built-in speaker system. It was a recording of himself when he was trying to persuade Soundwave to let him humanely kill Megatron. Which obviously hadn’t gone very well.

"Starscream, stop being so pathetic. Or I might have to reconsider my proposal," Megatron said walking towards the doorway and turning towards Starscream.

"Proposal?" Starscream asked, looking at Megatron incredulously.

"If you go through the Trans-Dimensional Warp cannon and successfully make your way back to our dimension, then I will reinstate you as my second in command, and all previous prejudices against you will be forgotten. However, if you fail then you will be trapped in the other dimension. That is, if you manage to get there at all," he said watching with morbid glee as he watched the thought go through Starscream's mind.

_ ’Second in command once again and with all prejudices lost?’ _ It was what Starscream had been dreaming of since his exile. He may have thought it was too good to be true. But the task wasn't exactly simple. Not that he thought he couldn't do it.

"So, ahem, when do I leave?" he said, a grin now covering his face to mask his trepidation.

"I knew you would see reason Starscream. Soundwave fire up the machine," Megatron said standing further back in the doorway to avoid the now spinning cannon, which was now slowly powering up as Soundwave started pressing buttons. When the machine was fully powered up he hovered his hand over the big red button - which was situated in the centre of the control panel - and looked towards his leader for confirmation. Megatron nodded to him, so he pressed down on the button. The cannon blasted a large ball of light at the centre of the room, engulfing Starscream and blinding everybody in the room.

When the ball of light had dissipated and their eyes had readjusted to the darkness of the room, they saw that the floor in front of the cannon was empty of any idiotic beings.

Megatron smiled, glad to be rid of that mess for a while, and walked out of the room.

* * *

The outskirts of Ponyville were quiet. Filled with lush green rolling hills between the bright colours of the distant town and the dark shades of the not so distant Everfree Forest. Celestia had just raised the sun so very few ponies were up and of those that were, none were looking at a distant corner of the rolling hills. They were seldom visited by anypony this early in the morning. It was here in the corner of nowhere where the portal had opened.

About 25 meters above the ground.

A new Starscream fell out of the portal. One with hooves, wings, mane and tail. But he still screamed like old Starscream as he fell to the ground.

**THWAK.**


	3. Chapter 3

The ground hurt.

A lot.

Picking himself up off the slightly spongy grass he dusted himself off and looked at his surroundings. He was in a grassy meadow, next to a small pond and nearby were some tall menacing trees, which for some reason gave Starscream the creeps. Spinning round to gather the full extent of his surroundings, a few stray strands of his mane covered his eye. So he swiftly blew it out of his way.

_ ’WHAT!? I don't have a mane! Oh Primus what’s happened to me?’ _ he thought as he spun in circles in an attempt to see his new self. Stopping before he fell over, he then tried to dash over to the small pond which was nearby. Unfortunately, new Starscream wasn't designed to walk on two legs.

After face-planting the floor and then determining that his new form was designed to use four legs rather than two, he managed to get himself over to the pond. Where he nearly fell headfirst into the crisp water once he saw what was looking back at him.

Standing in the place of Starscream was a light grey pegasus with a black and white mane and tail with red streaks in the mane. On his back hip - which he would later come to call his cutie mark - was something that resembled an ace playing card, but instead of the usual symbol on the card, there was a Decepticon symbol. Instead of being red like his own previous Decepticon symbol, it was purple like the rest of the Decepticons' symbol. Also unlike theirs, his cutie mark had a knife stabbed up to the hilt through the Decepticon symbol.

_ ’Nonononononono no’  _ he thought as he brought a hoof up to his face for further inspection. He then facepalmed as he realized what he had gotten himself into. He nearly gave up, stranded alone in the middle of a field, stuck as some kind of equine with wings. The pond was deep enough. He could just jump in, no-one would ever see him again and he wouldn't have to deal with this.

He looked down at the pond once more, the calm water inches from his nose. But instead of his own reflection looking back at him, Megatron was there. Laughing at him.

"HA HA HA! Starscream you fool! Did you think it would be that easy?" Megatron's face said, his words striking daggers into his [s]spark[/s] heart as he stood there and listened.

"This is what you deserve, this is your punishment for all those betrayals. If you want to lead you have to earn that right. Not that you don't have the striking good looks and awesome dance moves to deserve that leadership," Megatron's face continued, suddenly morphing into Starscream's robotic head complete with a golden crown on his head.

"Why thank you, good looking and handsome," Starscream said, grinning as his old robot face disappeared leaving his new equine face underneath the crown. With his mind reset on the task at <strike>hand</strike> hoof he looked around his new surroundings to see where he could start looking for his way off this weird pony filled planet.

Before he could put any real thought into it, a female voice broke him out of his thoughts.

"Excuse me!"

* * *

Rainbow Dash was patrolling the area. Well, she was meant to be patrolling the area, but she had patrolled this area five times this week and everything looked the same as it usually did. So instead she was chilling on a cloud which she had brought lower so that she could still observe the area.  She had been asked to patrol the area since the weird incident where every unicorn in Equestria had gotten a magical headache a few weeks ago. After the incident the Princesses had located the origin of the disturbance, the outskirts of Ponyville. It just seemed that this little town could never get a break.

But other than location, the Princesses had no information whatsoever on the incident. Hopefully, she would only have to keep this up for a few more days, then the Princesses might decide to forget about it as a random magical disturbance or something. Whilst she was thinking about this and other mundane stuff, a cold blast of wind knocked her off her cloud. She probably would have fallen to the ground below if she wasn't the best flyer in Equestria (well that was kind of an exaggeration, as pretty much anypony could save their fall if they were a pegasus).

From the direction of the blast of wind came a blue swirling vortex, kinda like a tornado without the spiralling downwards shape. Without warning a grey pegasus fell out of the vortex and slammed into the ground, hard. And, as quickly as it appeared the vortex vanished.

With only a cursory glance to make sure that the grey pegasus was still alive, Rainbow zoomed towards Twilight's library as fast as her wings could carry her. Which was pretty fast if she did say so herself. Which she did, a lot.

* * *

Twilight Sparkle was in the library. Not much surprise there. Searching through her books for what seemed for the millionth time to find out what had caused the incident that had happened a few days ago. Luckily, her best friends - Applejack, Pinkie Pie, Rarity and Fluttershy - had come to help her search, whilst Rainbow Dash was still out patrolling the sky around Ponyville.

However, none of her books were telling her much.

She was just starting to read a book given to her by Pinkie - ‘Portals: The Basics’ - when Rainbow crashed through the library door and slammed straight into Twilight. Catapulting them straight into a bookshelf and making all of the books pile on top of them.

"Rainbow! What are you doing? You're meant to be out watching the sky around of Ponyville," Twilight said, almost shouting as she levitated the pile of books off of them and back into their allocated spaces on the bookshelf.

"Twi, something happened on the outskirts of Ponyville," Rainbow said, turning Twilight's mood from angry to serious in an instant.

"Show me," Twilight said, just before her and everypony else sprinted out of the library after Rainbow.

* * *

Rainbow told the rest of the group about what she had seen on the way to the area where the portal had appeared. Though Twilight wasn't completely convinced of the story.

"Rainbow have you been drinking too much cider again?" Twilight asked as they got closer to the designated area where Rainbow had been earlier.

"Hey! Now that's just mean. Why would I lie about something like this," Rainbow exclaimed.

"Sorry Rainbow, but ah have to agree with Twi with this one, your story does seem ah bit far fetched. Even for you," Applejack said straightening her stetson as they slowed down.

"Well, I for one have certainly not been enthusiastic for one of Rainbow's stories, but I have to say that this doesn't sound like one of her stories. They aren't half as good," Rarity said, stepping carefully around a muddy puddle which could seriously injure her newly done mane.

"Thanks Rarity, I think," Rainbow said pleased with at least one of her friends' loyalty to her.

"I think that it's a portal from a disused testing facility that's run by a craaaaazy computer lady who is obsessed with cake. I wonder if she would like a party? Wait, that's a stupid question - should be called Stupid Pie rather than Pinkie Pie, na, it doesn't have the same ring to it - of course she would like a party, because she's obsessed with cake and everypony knows that there is always cake at a party so--" Pinkie said before she was interrupted by an annoyed Twilight.

"Pinkie," she said, trying to break Pinkie out of her rambling.

"Yeah, you're right. That doesn't really sound plausible," Pinkie said pleasing Twilight that she had stopped rambling. For about 5 seconds.

"I know! Maybe they are giant alien robots from outer space--" Pinkie was once again cut off, but this time by Applejack placing her hoof in her mouth to stop her from talking. Finally Pinkie got the hint and decided to stay quiet for the remainder of the journey.

"I think that Rainbow might be right. Well if it doesn't offend you Twilight, I mean if you're alright with it. I think we should get more evidence, that would help," Fluttershy said, hiding behind her mane as she gave her opinion.

"Fluttershy, we won't hate you for your opinions. I do agree that this entire mess will be sorted out with more evidence. Starting with a talk with that stallion over there," Twilight said stopping on the hill above a small pond where a grey pegasus was standing talking to his reflection in the water.

The grey pegasus had a playing card with weird symbols on it for a cutie mark, and he was currently searching the area around the pond but had not seen the group of six mares on the hill behind him.

"Excuse me!" Twilight shouted, starting down the hill towards the strange pegasus.

* * *

Starscream turned to face the group of ponies that were heading down the hill towards him with curiosity, looking very different to the equines who lived on earth. They were each a different colour and had strange symbols on their flank, not unlike his own mark. Also, by human standards four out of the six would be classed as mythological, them being either a pegasus or unicorn.

The lead pony who had called down to him was a violet unicorn, with a purple mane and tail which had violet and pink streaks running through it. Her mark was a pink six-pointed star with five smaller white stars dotted around it.

The other unicorn was white with a purple mane and tail and had a mark which consisted of three blue diamonds. There were two 'normal' ponies (or earth ponies as he would later find out) coming down the hill as well; one was light pink with a dark pink poofy mane and tail and a mark of three balloons, two blue and one yellow, whilst the other one was light orange with straw yellow mane and tail, with a mark of three red apples, and unlike the others she had her mane in a ponytail and she was wearing a stetson.

There were also two pegasus ponies coming down the hill as well. One was yellow with light pink mane and tail and a mark of three butterflies, with pink wings and blue bodies and she was cowering slightly behind the other ponies. In stark contrast to her, the other pegasus was almost arrogant in her actions, dashing around his position but high up in the sky. She had a cyan coat with a rainbow coloured mane and tail with a mark of a red-yellow-blue lightning bolt attached to a white cloud.

The cyan pegasus stopped to hover next to her friends when they finally reached Starscream.

"Hi, I'm Twilight Sparkle. I was wondering if you could help us?" the lead unicorn asked holding out a hoof for Starscream to shake. Which he shook sceptically after looking at it critically for a moment.

"I am Starscream, and I would be happy to offer any help that I can," Starscream said, laying on the flattery and sarcasm to win over the ponies to his aid. But then it was Twilight's time to look critically, and possibly seeing right through his facade.

"Well Starscream, I was wondering if you could tell us if you have seen anything strange happening around here? Rainbow said that she saw you fall out of the sky..." she continued, getting straight to the heart of the matter. He considered lying to them, it would be no hard feet. Make up a random story that explained everything nicely. He had been in worse situations in the past with Megatron, when not making up a realistic story would have gotten him obliterated.

But he felt that lying would hinder his mission, and he would possibly need their help to get out of this dimension and reclaim his rightful position in command of the Decepticons. And he knew nothing of this world, he could say something wrong and get into more trouble. Having the assistance of the locals would probably prove beneficial in the long term.

Also, he really wanted to annihilate the rainbow coloured pegasus (presumably Rainbow Dash) in a race for some reason, which would surely show his air superiority. Well, that was if he could even fly in this pathetic organic mode.

"Okay, ahem. I'm not a pony, I’m actually a giant robot from the planet Cybertron. However we were stuck on an organic planet called Earth, whilst our planet was.. healing. My leader, Megatron had built a portal to this dimension, and was in need of a test dummy to see if it worked. I was that test dummy.

"When I came through the portal it was some 25 meters up, which is why Rainbow Dash saw me fall out of the sky," he said, watching as the ponies in front of him stared open-jawed at him. "Any questions?"

All of the ponies stood staring at him with incredulity, except for the pink one who just kept bouncing around her friends shouting "I told you so" for about a minute until the others regained their senses.

"See, I told you I was telling the truth," Rainbow said, striking a pose which not very subtly shouted 'I am the best'. Starscream really wanted to wipe that smug smile off her face, and leave her in the dust.

"But it doesn't seem physically possible. The amount of power needed to sustain a portal to another dimension would be impossibly large, so even leaving the portal open for a millisecond is implausible. It just doesn't make any sense," Twilight said pacing back and forth in front of Starscream.

"Bu' Twi, it does make sense. - Oh I'm Applejack by th' way - It kinda explains the magical headaches every unicorn was getting if it uses ah lot of power to be sustained. An' it would also explain his weird cutie mark," Applejack said pointing at Starscream's cutie mark.

"My what?" Starscream asked.

"Ya' mark on ya' flank sugarcube."

Starscream thought that cutie mark sounded a bit silly, though he was in a world filled with pastel coloured equines. He wasn't going to push anything. The rest of the ponies introduced themselves, though with a bit of reluctance from Fluttershy, which didn't surprise him after he heard her name.

"Anyway, I still don't think this is possible. Maybe you were both hallucinating or something, but I don't think portals are feasible," Twilight said still pacing, but skirting around Pinkie, who had stopped bouncing around. And was intently staring at her tail, whilst inaudible to her friends saying "My tail is a-twitch a-twitchin'!" over and over again whilst putting her umbrella hat on.

"Portals don't exist," Twilight said as a portal opened above her and two ponies fell out and landed on top of her.


	4. Chapter 4

He watched the new ponies tumble out of the portal. it looked like they would get a taste of how much the ground hurt. Which he knew from past experience was a lot. But luckily for them, there was a soft purple unicorn for them to land on, which slightly cushioned the impact of the fall.

"Oh my! Are you guys alright?" Fluttershy finally asked, emerging from her hiding place behind Applejack to tend to the ponies who had fallen out of the portal. Her shyness momentarily being replaced by kindness and concern for her friend and the strange new ponies.

"Yes Fluttershy, we're fine," Twilight said slightly muffled from underneath the pile of ponies, which had suddenly appeared from nowhere. After a few moments, they managed to untangle themselves from each other. Starscream’s mouth gaped open in shock when the figures separated. Applejack caught a glimpse of his expression, his horror catching her attention.

“Starscream, do ya’ know who these pony folks are?” she asked, watching carefully as Fluttershy worked around them, checking them each in turn. She had tended to Twilight and was now on the first of the two new ponies. 

“Yes, Applejack, I do know these ponies,” he replied with a sigh, demoralised by what he thought to be such vulgar company. He spread out his wings, which ached from misuse and seemed driven to send him aloft. However, before he could start silently ranting about how he was the rightful ruler of the Decepticons, his thoughts were interrupted by Pinkie giving an excited shriek and something landing on his right wing. 

“Hey look, what an awesome phoenix!” she said in her hyperactive, super-energetic manner. Starscream and almost every other pony - except for Twilight, Fluttershy and the two new ponies who were having a quiet conversation - looked around to see the midnight blue phoenix which had just landed on his wing. Its yellow eyes scanned the ponies around him, then finally came to rest upon Starscream. 

“Hello, Laserbeak,” he said despondently, “I never thought I would see you here, though there have been more surprising developments.” He glanced towards the new ponies, out of pure habit in contempt, who were still engrossed in their conversation. 

“Yes, Applejack,” he continued before she was able to ask the question out loud. “I do know this bird as well, all three of them are...” He groaned quietly in disgust. “Old friends.” He never took his eyes off of Laserbeak, who blatantly ignored him, and scanned the area with interest. Like Soundwave, Laserbeak was as cold and calculating as the aforementioned communications officer, and even though more of a pet than an actual Decepticon he was still able to give Starscream the heebie-jeebies. Unfortunately, both Soundwave and Laserbeak knew of this little fact. 

“Starscream, I’m glad we didn’t have to search the entire of this dimension for your ungrateful hide,” the smaller of the two new ponies said, and with a sigh Starscream had to acknowledge them. 

The larger of the two (though the same height as Starscream) was a yellow stallion who had a black mane and tail which had yellow streaks running through it. Technically he should have been a pegasus, but instead of wings, there were two large spikes protruding from his back, which seemed to have once been the main bone for his wings. Situated behind these and coming out of the same place were two smaller spikes. Which, Starscream thought made him look like his robotic self. The stallion’s cutie mark was of a bumblebee in flight which carried a red Autobot insignia. 

The smaller of the two (who was the same size as all the mares in the vicinity) was a blue mare who had a pink mane and tail which had a few small streaks of blue in it. Unlike her counterpart, she was an earth pony, who by the looks of things really wanted to punch Starscream in the face. A sentiment which he reciprocated with her entirely. Her cutie mark was of a dark pink heart which had a red Autobot insignia inside it, and a jagged line which cut down the centre.

“Arcee, Bumblebee. What a _ pleasure _ it is to see you here,” he said every word dripping with sarcasm, even though there was some truth in those words. Their presence here would make it easier for him to find a way out of this dimension. People always seemed to naturally like Autobots better than Decepticons. He couldn’t possibly imagine why.

“If I may ask, how on Cybertron did you end up here?” he said, dropping all sarcasm for open curiosity. He guessed that the tale had Megatron written all over it in big, red, flashing letters.

“Well, that’s kind of a long story,” she said, speaking calmly instead of pounding his face into scrap.

* * *

Arcee and Bumblebee crept quietly down the empty corridor. The two were headed towards where the new energy signature reading was coming from. Unfortunately, it was in the heart of the Nemesis. Though the corridors were suspiciously empty.

They had been sent here when a massive energy surge had interfered with all of Earth's technology, and broadcasted the Nemesis's location to every Autobot in the solar system. Not like there were exactly many of them...

Both of them had their blasters primed, though Arcee was also carrying the tracker in one hand. But they were both prepared to blast any Decepticon at a moment's notice. They stopped in front of a simple door and Arcee put the tracker away began working on a way to open the door. Which was a big red button set in the wall to the side of the door. 

"This seems way too easy. Be ready for anything," Arcee said, preparing to open the door. Bumblebee beeped in response. 

She opened the door. They burst into the room, blasters scanning through the darkness. The only meagre light came from the open doorway behind them, though it was enough to illuminate most of the small room and its contents.

Old data banks, broken equipment and spare parts were amidst the piles of discarded junk. They were in a storage closet, and both of them knew it. As the truth hit them, Knockout and Breakdown disengaged themselves from the shadows and hit them again, physically this time. Knockout stabbed Bumblebee in the neck and Breakdown punched Arcee in the face. 

Both of them were unconscious before they hit the floor.

“This mercenary work is rather profitable, though I think taking it up professionally would result in a few dents and scuffs in the bodywork. And anyway, surgeon sounds much more elegant,” Knockout said whilst cuffing Bumblebee’s hands behind his back then moving onto Arcee. 

“Ha, don’t make me laugh, you wouldn’t last five minutes as a mercenary,” Breakdown said whilst picking up Bumblebee. He did laugh when Knockout nearly fell over after picking up Arcee; he had walked back into a shelf and a hand had grabbed him, startling him. "Need a hand there Knockout?" Breakdown smirked.

“I would last longer than five minutes, you ungrateful oaf!” jokingly pushing his partner out of the way, “probably about ten minutes. Now we had probably get back to Megatron before this pair decide to wake up and he throws us through a portal for being imbeciles,” Knockout said leading the way out of the storage closet and down the corridor towards Soundwave’s lab. When they reached the lab, they threw their Autobot captives onto the floor in front of the machine which Soundwave had been devoting his time to for the past few months. They were placed kneeling so that they would be greeted by the blue pulsing light of the machine. 

“Well done you two, I half expected you to be a pile of spare parts, though it seems that Autobots are easier to defeat than humans. Wouldn’t you agree, Breakdown?” Airachnid said smirking at them as she walked out of the shadows of the room. 

“Airachnid! We were expecting Lord Megatron, not a snivelling excuse for a robot. What are you doing here? I thought we solved the infestation problem when we lost the Insecticons?” Knockout said gripping his energon prod loosely, just in case... Not many bots liked Airachnid, and Knockout wasn’t sorry not to be one of them. 

“Tut-tut Knockout, you should treat your commanders with respect, or I might decide to add a few Decepticons to my trophy cabinet,” she said before focusing her attention on the two Autobots who were still unconscious.

“Arcee! What a pleasure it is to see you again! Though this would be more fun if you were awake to provide me with some _ intelligent _conversation,” she continued, looking back at the two Decepticons with dismay, to emphasise her point.

Ignoring the two Decepticons, she then walked up to Arcee and traced her nail down the side of the unconscious Autobot’s face. She was imagining all of the ways in which she could make Arcee’s life miserable. Starting with using a cortical psychic patch to find the location of Jack’s house and then murder him in front of her. 

She either didn’t hear the door open behind her, or she thought it was Knockout and Breakdown leaving the room. 

“Airachnid, what do you think you are doing with my prisoners?” Megatron asked as he stepped into the room, followed by Soundwave. Knockout and Breakdown had both left the room, to avoid being collateral damage in the confrontation which was likely about to happen. 

“Your prisoners Lord Megatron? I recall Knockout and Breakdown bringing them in, if I was not mistaken,” she responded coolly.

“Under my orders.”

“Then, my liege, allow me to break Arcee. She and I have a...” Airachnid sneered as she dragged a finger across Arcee’s cheek. “History.”

"No," Megatron said, leaning in to take a closer look at the two Autobots, his dagger-teeth exposed in a wide grin. "I have a far better use for them."

“As you wish my liege,” she said before giving one last look at Arce before heading towards the door.

“And Airachnid, I would prefer it if you didn’t interfere with my plans then plead innocence. I've heard from Soundwave your plans of treachery,” he said, moving aside to let her escort herself out of the room.

Soundwave glanced at Megatron before going and standing behind the machine and pushing random buttons starting up the machine. Seeing Airachnid walk out of the lab he walked back in, careful to avoid ger poisonous gaze.

"Knockout, wake our guests up out of their beauty sleep," Megatron said as he walked up to the control panel next to the door and locked all access to the room. He then turned to look at his guests as they became reacquainted with the world. 

As they were waking up, Knockout moved out of the way and into the shadows, avoiding the hail of insults which were bound to fly around the room. Arcee awoke staring into the lifeless blue eye of the machine which greeted her with the slow mumble of gears as it drained some energon from the Decepticon’s store. She calmed her erratic nerves when she glimpsed Bumblebee out of the corner of her eye. Though she wasn’t pleased to see the menacing figure which was in the doorway, she was at least expecting him to be there. At least it wasn’t the worst bot to be standing there.

“Arcee, Bumblebee, I’m glad you could join us,” Megatron said from the shadows. “I apologize for the mess. I needed to get rid of a certain pest before we could have this conversation,” Megatron continued, his arms clasped behind his back. Instantly she understood what was meant by pest and was silently grateful, though only for a moment once she remembered where she was.

“Megatron. I know that we aren’t here to exchange pleasantries. You’re never this nice unless you want something. If you didn’t want us for something we wouldn’t be having this conversation, so please get on with it so I can get on with beating your ugly mug,” Arcee said whilst silently trying to break out of her bonds.

“If I were you Arcee I wouldn’t insult the person who controls the outcome of your pitiful excuse for a life. And don’t try and stall me so you can break your bonds, they are made out of adamantium so don’t even try. But you would be correct in your assumption that you are here for a specific reason. One which I’m sure you’ll be eager to aid me in,” Megatron continued walking out of the shadows and closer to them.

“Ha, I doubt that. No Autobot would willingly help you achieve any of your sadistic dreams,” she said with contempt. She glanced at Bumblebee, who to her seemed frozen in terror, though Megatron knew otherwise.

“I wouldn’t jump to conclusions too quickly Arcee. I haven’t said a single word to your companion, but I believe that he is already allied to this particular cause,” Megatron said looking from Arcee to Bumblebee as she digested this information. “Isn’t that right Bumblebee?”

He gave a few beeps in response to Megatron’s question, stating that he did in-fact agree with Megatron as he knew what the machine was. Arcee stared at him in shock until he explained in another series of beeps that when Megatron was in his mind, he kept thinking about a machine which Soundwave was working on. And that it was meant to be a transportation device.

“Your yellow friend is correct. Soundwave was only recently able to finish building it,” Megatron said looking fondly at the glowing machine.

“But I still don’t understand what we have to do with it. Surely you don’t need us for anything?” Arcee said whilst casually surveying the room, cataloguing the number of Deceptions and trying to figure a way out of this mess. 

“I have a proposal for you. You two go through the portal and try and find a way out of the portal. You can join Starscream who is currently trying to do that. You can ring Optimus and tell him where you are if you like,” he said, trying to pull a pleasant face, which was kinda tricky when you had spiky teeth and red eyes.

“And if we refuse?” she asked, making sure that alternatives weren’t any better than this first idea.

“You get locked in a cell for the rest of your pitiful existence. Your allies might be able to help you escape, though it would take time. And there’s no telling how long I would be able to keep the pests away,” Megatron said menacingly, using her fragile past against her. It was that one statement that persuaded her.

“Okay we’ll do it, but first I want to send a message to Optimus,” she responded before Megatron nodded at Knockout and he moved forward and undid her cuffs. She was led around the machine to Soundwave where she would send the message. Bumblebee kept offering beeps of advice to improve the message, whilst Knockout went to stand near Megatron.

“Lord Megatron, are you sure this is wise?” he said gripping his energon prod tightly as he kept glancing between the two Autobots. Waiting for either of them to make a move at trying to escape.

“Do _ you _have an alternative?” Megatron said looking down at the physician.

“You have already sent Starscream to this other dimension, and now you are sending two Autobots as well. All three of them have a vendetta against you. It would probably be best to have a safety precaution in place,” Knockout said whilst keeping his eyes on the Autobots. Megatron thought that while Knockout seemed to be acting paranoid (as he often was when his paint job was involved) he did have a valid point. 

“Good thinking, Knockout, but that leaves us with the question of who to send with them. A vehicon is out of the question, they would probably fall off a cliff or something equally idiotic,” Megatron said, considering the list of options silently, though Knockout couldn’t do the same as he vocalised his thought process.

“Well, you can’t send myself or Breakdown. If Breakdown goes, I have no partner and if I go, there would be no medic! We can’t send the creep Airachnid she would turn against us as fast as she can transform into her disgusting alt-mode, Soundwave is out of the question– he’s the key to our entire operation. Who can we afford to send?” Knockout said, relaxing as it seemed that he wasn’t going to be sent and endanger his paint job.

“Knockout, go and uncuff Bumblebee,” Megatron said as he watched Arcee walk back to Bumblebee. He then prepared himself for a conversation he really didn’t want to have. 

“Soundwave, I need you to send Laserbeak through the portal with them. I don’t trust them so I need to have someone to watch them. There is nobody else,” Megatron said half expecting a blunt refusal followed by an outcry from the Autobots in the room. Though thankfully everything went silent, which wasn’t completely good news. 

Arcee and Bumblebee could see the justification in Megatron’s worries, and they would probably do the same if the roles were reversed. But Megatron was much more concerned with Soundwave’s response, who was currently frozen whilst he made his decision. Which was understandable considering his past. 

Back during the war for Cybertron, Soundwave had more than one minicon. But after the loss of Frenzy, Rumble and Ravage he became more selective of his company. Locking himself away and not caring about the state of the war. It took aeons for Megatron to convince him to rejoin the war and avenge his minicons. It was one of the main reasons he took his vow of silence.

“I realize that you’ve lost your other minicons, and that you are particularly protective of Laserbeak, but you also know that I wouldn’t ask you to do something like this lightly,” Megatron said. It was a few silent minutes before he made his decision.

Laserbeak ejected off of Soundwave’s chest and started circling the Autobots. Knockout and Megatron backed into the shadows as Soundwave started up the machine.

In a flash of blinding light, the bots were gone.

* * *

Arcee told the surrounding ponies how they got here in slightly fewer words, though some considerable time had passed since they had first found Starscream in the meadow. And Twilight was eager to be off so that she could inform the Princesses of the new developments. Personally.

“Right guys, we need to go and catch the next train to Canterlot, which leaves in about 30 minutes. Applejack, run home and tell your family, Rarity’s and Spike that we are leaving,” she said organising the huddle of ponies into action. Applejack raced off at a gallop as the others started at a brisk trot. 

“Twilight, darling, how do you know what the train times are?” Rarity asked as they started moving towards the town and the train station.

“Oh, I memorised the schedule when I came to Ponyville. I thought it might be useful someday,” Twilight said watching with confusion as Starscream stopped near one of the trees which skirted the limits of Ponyville. She thought he was just staring at the tree – maybe he hadn’t seen one before? – but then she noticed Laserbeak perched in one of the branches. 

Starscream, for his part was getting slightly annoyed with this world. Firstly the new Autobots and then Laserbeak, who now seemed to be mocking him from the tree. Though he really didn’t like the rainbow coloured pegasus. 

“Hey Starscream! What’s the matter?” she said punching him lightly on his side. “Never seen a tree before, is it scaring you?” Rainbow mocked flying slightly above the ground near Starscream. He decided that he really, really didn’t like her.

“Shut up, Rainbow, and race me,” he said, turning away from the tree and facing her.

“What!” she said behind a fit of laughter.

“You heard me. Race. Me,” he said beating his wings so that he was hovering slightly off the ground. 

“Okay pal. Whatever you say. Wait, have you ever even flown before?” she asked before lining up next to Starscream on an improvised start line which had quickly been drawn in the ground by Pinkie. The other ponies all decided it was a good idea to get out of the way. Laserbeak had also taken this advice and was now perched on Fluttershy’s wing. 

“No,” he said before Twilight started the countdown. 

“On your marks.

“Get set.

“GO!”

They set off. Rainbow being half courteous, half arrogant in her easy victory let Starscream set off first. They both jumped into the air and flew towards the town. But they didn’t make it.

Starscream slammed straight into the trunk of the tree which Laserbeak had been perched on. Rainbow fell to the ground and joined the other ponies in laughing at his expense.


	5. Chapter 5

It took them just over an hour to reach Canterlot, as it had taken them some considerable time to stop laughing at Starscream’s spectacular failure. 

As they were walking through Canterlot on their way to the castle, Starscream held his mouth agape at the grandeur of the city. He expected it to be slightly larger than Ponyville with the same wood and straw buildings, not the almost mosaic sprawl of the white and purple with golden trim buildings. He might have enjoyed the soft glow of the buildings if head still didn’t hurt from high-five-ing a tree. Before the group could take in much of the city, they were at the gates of the castle. 

“No offence Twilight, but why would the Princesses want to see such an ordinary individual such as yourself who lives in a small quaint town miles away?” he asked.

“Well, I used to live in Canterlot before I moved to Ponyville, and I’m her personal student,” Twilight said, taking no offence to the intrusive question. She smiled at the guards on duty on the gates as she passed by them. “Oh, and my brother married her niece,” she said. Starscream stopped for a moment, confused.

In a few moments they were outside the throne room, and the two guards on duty opened the grand doors revealing the elegant throne room. A pink carpet led up from the door all the way down the long room to the golden throne where it merged into the seat. Different coloured stained glass windows lined the walls which depicted different important events in Equestria’s history and they were guarded by white pillars which reached into the far reaches of the ceiling.

Sitting on two cushions in front of the throne – as Celestia didn’t feel right sitting above her sister – were Princess Celestia and Princess Luna. In front of them there were smaller cushions for their guests, including three more for Starscream, Bumblebee and Arcee. 

Before they sat down the six ponies familiar with the Princesses bowed to them and Arcee, Bumblebee and Starscream hesitated a moment before following suit. Starscream didn’t like bowing to unknown ponies, even if they were the rulers here, but he was trying to get their help. They sat down before they began the introductions. Laserbeak was less interested in the two princesses, his attention had already diverted to scanning the rest of the room from his perch on Fluttershy’s shoulder. If he had spotted anything interesting, he had decided to keep that information to himself. 

“Twilight, what a pleasure it is to see you again!” Celestia said looking fondly at her student. “Though I wish we could meet under better circumstances,” Celestia said before she nodded the other bearers of the Elements of Harmony until she saw the bots-now-ponies sitting at the end of the row. “Please, introduce me to your new friends.”

“Of course Princess. This is Starscream, Arcee, Bumblebee and Laserbeak,” Twilight said, pointing to each of the bots in turn. She then proceeded to briefly describe the events which had led them to be sitting here now. 

The Princesses listened intently to the tale, with both of their brows slightly creased in consideration.

Whilst Starscream’s brow was creased for a different reason. _ ‘Something about the white pony in front of me unnerves me. I dislike her. Though she seems like an alright pony, but she seems to mistrust me - with good reason considering my history. Though it is probably something to do with her being a ruler.’ _ Starscream couldn’t get rid of his dislike of people (or ponies) in places of power. They had a tendency to use him as a punching bag and throwing him through portals.

Twilight paused after she finished her tale, waiting for her teacher to give her thoughts on the subject. “That makes sense,” Celestia said, looking at the new ponies. “And it was what we were expecting.”

Twilight was physically taken aback by that sentence, rocking backwards as the mental forces hit her; she knew the Princesses were wise, but she didn’t expect them to know about something that hadn’t been seen in the history of Equestria. She was only half listening as her friend started to speak.

“But Princess it doesn’t seem to make that much sense. The portal explains most of the fine details, but robots? They belong in the nonsense of fiction rather than real-life dramas.” Rarity said, glancing at the ponies as she did so, silently saying that she meant no offence. Which was only slightly taken by Starscream.

“Oh but misss. That iss where you are wrong. They are planted firmly in real life, asz much asz you or I,” said a strange pony, who had been hidden behind one of the pillars near the door so nopony had seen her, but Laserbeak had. And the phoenix didn’t wish to spoil any fun of the surprise. All the ponies gasped silently, except for Pinkie who managed to make enough noise for all of them. 

The Princesses remained as they were - as they were expecting the abrupt interruption - and merely began the introduction of the pony. Who was wearing a cloak with the hood pulled up. “This is Nightshade Solanine, an envoy from Baltimare. She works for our niece and nephew who rule part of eastern Equestria,” Celestia said as the newcomer went and stood next to Luna, removing her hood as she did so.

“It iss ssuch a pleassure to finally meet the essteemed Elementss of Harmony,” Nightshade said bowing her head to the ponies. She was a golden unicorn with a dark purple/blue mane (and presumably tail, though it was hidden beneath the cloak), with bright green eyes. She spoke with a strange accent and had difficulty with some of the words, as if her mouth didn’t understand how to form some of the letters.

“It’s nice to meet you too,” Twilight said, the arrival of the new pony bringing her attention completely to the present. “What do you know about robots that makes you so sure of their existence?” Twilight asked, to which Nightshade only smiled.

“Ponies do not worry. Nightshade is to travel with you back to Baltimare, where I am sure all of your questions can be answered. I believe that you should go back to Ponyville and prepare for your journey,” Celestia said as both Princesses stood up, indicating that it was time to leave. 

“Erm, Princess. Sorry to be such a bother, but ah can’t travel all the way to Baltimare on such short notice. It’s nearly Zap Apple season and ah’m needed on the farm,” Applejack said regretfully as her friends looked at her with a hint of sadness. 

“It is perfectly alright Applejack, you go where you are needed. I believe that the Elements of Harmony won’t be needed, and I am sure that your friends will be alright without you,” Celestia said consoling the agitated earth pony. “I have heard that your Zap apple jam is the best in all of Equestria. I will have to stop by and see if that report is true,” Celestia continued, to which Applejack responded by tipping her stetson in gratitude to the princess.

That problem sorted out, they all started to leave until Twilight was called back by Celestia. Twilight headed back, followed by statements that she would meet them at the train station, and the general murmur of agreement from the retreating ponies. Twilight thought that the room seemed strangely quiet with only her and the Princesses in. 

“Twilight, we do not trust this Starscream,” Luna said, the first time she had spoken through the entire conversation that afternoon. “And we think you should be wary around him. He reminds us of someone we used to be close to,” Luna said glancing at her sister. 

Before she could ask what she meant, Celestia continued, “Good luck Twilight,” Celestia said as she hugged her before indicating for her to leave.

* * *

It didn’t take them long to reach Ponyville. When they arrived there the sky held the first streaks of dusk and the last golden rays of the sun. Applejack had already said goodbye and wished them luck on their journey. Fluttershy, Pinkie and Rainbow had already set off on their way home, with the intention of meeting Twilight in the library just before dawn so they could catch the first train to Baltimare. 

“Excuse me Twilight, but where are they going to stay?" Rarity asked, indicating the three ponies who were left, as Bumblebee and Laserbeak had already gone with Fluttershy. This arrangement had already been made on the train back from Canterlot, Fluttershy was good with animals she offered to take Laserbeak. She had also ended up with Bumblebee because nobody else could understand the beeps and tones of his speech like she could. However, they hadn’t been able to decide where the others would stay. 

“Rarity, would you mind taking care of Arcee and Starscream? I could do with going over a few things with Nightshade so she might as well stay at my place,” Twilight said looking for Rarity for confirmation. 

“Oh, it wouldn’t be a problem to look after them, Twilight, and I might start by giving Starscream a bath,” Rarity said whilst she looked with disdain at the sight of Starscream’s coat. “You have patches of dirt all over you, and there are even a few leaves stuck in your mane. That is not how somepony should meet the Princesses,” Rarity concluded.

“And Rarity make sure they eat something, I’m not sure that they will remember to if you don’t,” Twilight said before turning towards her house and shouting goodbye. Nightshade dutifully followed her, not planning to get lost in the town on her first visit. Starscream wasn’t planning to do something either.

“NO! I will not be treated like some protoform who cannot look after himself. I am sure both me and Arcee are capable of remembering to eat,” Starscream said looking for confirmation from Arcee to back up his point. “And as for having a bath, I will do no such thing! My coat is in a perfectly respectable condition. Thank you very much,” he continued whilst knocking a few leaves out of his mane then brushing some of the dried mud off of his coat.

“How can you remember to eat when you can’t even remember what team you are on?” Arcee asked innocently whilst smirking at the ill-tempered pegasus, who pretended to ignore her and continued his grooming in indignation. 

Just when he had finished his self-grooming and was looking proud with his efforts an earth pony ran past. The brown stallion - who ponies knew as Time Turner, though the most called him Doctor - ran straight through a murky puddle which was one of the few reminders of the rain they had been getting earlier in the week. As he ran through the puddle the filthy water leapt up from the ground and covered the grey pegasus - who had moved slightly away from the others in his indignation - and turned him into a living waterfall. As he started to shiver from the afternoon chill, he looked up through his now drenched hair with contempt at the retreating stallion. Before he could think up insults for the stallion and this pitiful organic planet, he remembered the conversation he was just having with dread. 

“Right, that settles it. You are having a bath as soon as we get in,” Rarity said starting off towards her home and expecting Starscream to follow, which he didn’t. He was currently sitting in the road, head down and refusing to move. No matter what any pitiful organic was going to say to him, Lord Starscream, Emperor of Destruction, was not going to have a bath.

“I have had enough of this,” Rarity said, trying to keep a calm demeanour when she realised that Starscream wasn’t going to follow them. With a small grin, she picked Starscream up with her magic and levitated him towards her home. The moment Starscream realised what was going on he kicked his legs and flapped his wings in a vain effort to break out of the magical grip.

Rarity might not be very powerful when it comes to magic, and nowhere near as powerful as Twilight. But she was more than a match for a whining pegasus who didn’t want a bath. She’d never had this much trouble with Sweetie Belle... Arcee laughed at Starscream’s strange predicament before the three of them set off to Rarity’s home.

* * *

Arcee was sat on an elegant chair eating an apple. She was in Rarity's bathroom and on the other side of a small division Starscream was being washed. Or tortured as he put it. 

Arcee heard from time to time a mumble or yelp from Starscream followed by an elegant remark of disdain at either how filthy his coat was, or how much of a foal he was being. Arcee found it rather amusing. 

"Arcee! Stop laughing, it's not funny! When we get home I’m going to make you pay! I’ll feed you to scraplets!" Starscream said from behind the division. Though his remark didn't really work. 

"Starscream, all this time we've been fighting, we should have thrown water at you instead of shooting at you!" she said before nearly falling off the chair.

"Wait, you have been fighting? But what for?" Rarity said walking around the division, grabbing a towel with her magic and levitating it to Starscream, who had just stepped out of the bath. 

"Me and Starscream belong to different factions, which have been fighting over the control of our home planet," she said before biting into the apple. "However, in the conflict our homeworld became... damaged, so we had to leave." 

"Oh my, that's terrible. I couldn't imagine what it's like to lose your home," Rarity said watching as Starscream, now covered in a towel, tried to sneak around the division and out through the door. After clearing the division, he got tangled in the towel and landed on his face. Arcee turned toward him and glared at him when he made the commotion. Rarity decided to intervene before they decided to start fighting in her perfectly organized house. 

"Okay, that's enough doom and gloom. How about we go downstairs and have some tea?" Rarity said, using her magic to untangle Starscream. She then ushered both ponies out of the room and down to the kitchen. 

Arcee threw the core of the apple into the bin and then both she and Starscream sat down at the table. They sat opposite each other, though Arcee found the wooden table to be extremely fascinating and Starscream was looking at the window and messing with his hair in the reflection. Rarity sighed and put down three bowls of carrot soup and joined them at the table.

Rarity watched as the two bots started to eat their tea. Because they didn't have magic, they would have to pick up their spoons with their hooves. Arcee had no problem with it, so she instantly started gulping down the soup after she realised how hungry she was. 

However, Starscream had no such luck.

No matter how hard he tried he couldn’t pick up the spoon in his hooves, and was losing patience with it. He tried to use the spoon with his mouth, but soon realised the major problem with that idea. 

_ ‘How can these pathetic ponies be as incompetent as to put out utensils which they can’t even use?’ _ he thought before he looked up from his bowl to find the other two eating quietly with their spoons. They had been watching him and were currently trying not to laugh and spit their soup onto the table.

“Ahhhhh!” Starscream said as he threw the spoon with his mouth, and it embedded itself into the table. Giving up, he placed his mouth above the soup and began to eat.

They finished the meal by talking about random inconsequential topics. Like what the weather would be like and how they liked the soup. By the end of the meal Arcee was acting like she didn’t want to beat Starscream to a pulp as she had done upstairs, so Rarity thought it would be safe to leave them for a few minutes to cross the room and wash the dishes. 

“Right darlings, for dessert you have each got a golden cupcake from Sugarcube Corner,” Rarity said before placing a sparkling cupcake in front of each of them and walking away to attend to the dishes. Arcee immediately picked hers up and took a bite of the extremely yummy (which is how she would have described it) cake, whereas Starscream was almost hypnotised by it. 

And soon after he was joined by a small filly who was also hypnotised by the cupcake, and for the moment forgot to question the stallion’s presence in her kitchen.

“Excuse me. Can I have that cupcake?” Sweetie Belle asked being as polite as possible, looking between Starscream and the cupcake.

“NO, it’s mine,” he said protectively pushing the cupcake further along the table away from her. He reluctantly took his eyes off of the cupcake to make sure the filly wouldn’t do anything to steal it.

“Please?”

“No.”

“Pretty please?”

“No.”

“Pretty please with sugar on top?”

“NO.”

“Pretty please with sugar and diamonds on top?” she said, accompanied with the biggest pair of puppy-dog eyes in known existence, resulting in the cutest face in the history of pony-kind. And Starscream had been looking straight at her. 

“Hh-nng,” was all that he could murmur before he fell backwards off of the stool which a thud. Sweetie Belle giggled before using the stool to reach onto the table and grab the cupcake. She began munching it as she waved bye to the ponies in the room and headed towards her sleepover at Applebloom’s house with her prize.

Meanwhile Starscream was still on the floor.


	6. Chapter 6

They reached the library just as the first hints of pink were seen in the sky. The other ponies were waiting patiently outside for them to turn up, and they weren’t really surprised to find Starscream lagging behind Arcee and Rarity. This time due to the combined weight of two suitcases, a hat box and an inflatable tent. All of which was balanced precariously on Starscream’s back while his wings were spread out to better support the weight. 

He stopped, slightly out of breath, before the group of ponies. Twilight quickly removed Rarity’s luggage and set it onto the floor before the exhausted stallion fell over. Instead, he just stood there out of breath.

“Rarity you don’t need all this luggage,” Twilight said giving Rarity an exasperated look. “We’re only going for a few days. I’ll have Spike send the luggage back to your house,” she continued as she magicked a note onto the table inside the library and teleported the luggage inside.

“Let me assssure you missss, if you need anything it will be provided. Conssidering you will be sstaying with a prinse.” Nightshade said, she was still wearing her cloak and didn’t seem to be planning on taking it off for the journey. Despite the predicted high temperatures of that day.

“A prince?” Rarity said with trepidation, memories of the Grand Galloping Gala flashing through her mind. “He isn’t like Blueblood at all is he?”

“I have never had the missfortune of meeting Blueblood sso I would not know,” Nightshade said, her green eyes flaring with distaste at the name. “Though poniess have ssaid that they sseem to be hardly - if disstantly - related at all.”

“Well I’m glad about that,” Rarity said before she sighed with relief. “Now come along darlings, we had best head for the train station. We do not want to miss our train,” she said, getting the other ponies to start moving towards the station.

* * *

The train ride to Baltimare was uneventful. If you could class being trapped in a confined space with a bubbly pink pony who became excited at the slightest provocation uneventful. Though due to the early hour the carriage they picked was empty, meaning that Pinkie wouldn’t be able to annoy anypony else. Currently, she was bouncing on the spot next to Twilight, demanding that she could throw the new ponies a party when they got to Baltimare. 

From Twilight’s stern expression, Starscream guessed what the response was. He was sitting a few rows back from her, with Nightshade sat on the row in between them facing Twilight. Arcee sat across from him with Bumblebee, discussing the previous night at Rarity’s. Across the aisle Fluttershy, Rarity and Rainbow were sat talking amongst themselves. Pinkie didn’t really have a seat, she just bounced up and down the aisle and sat with whoever she pleased whenever she pleased. 

Starscream looked at his new reflection in the window. Rarity had decided this morning that his mane was too messy, and picked out all of the red strands in his hair and merged them together to form a spike on his head. It kept reminding him of his old form. And the reason why he was on this wretched planet.

Starscream kept thinking back to last night as he gazed out of the window and watched this new world stream past. Wandering aimlessly, his mind drifted back to the night before and the incident with the cupcake. After nearly falling off the stool again from laughing, Arcee managed to fetch a glass of water and throw it over his face. Reviving him from his temporary paralysis. Shocked, from both the freezing cold water and the act of kindness from one of his hated enemies. He warily got back onto his stool, looking at it as if it was going to bite him.

Without a word, Rarity had walked across the room, place a new cupcake in front of him and then walked out of the room. 

Scanning the immediate area quickly, he lunged at the delectable looking cupcake and viciously devoured it leaving no crumb spared before that insidious white ball of cute-deathiness came back. After about a minute of enjoying the unsurprisingly delicious cupcake, he realised that he was sitting with an Autobot. Instantaneously, he swallowed any remainder of the treat and sat up straight. Whistling ‘innocently’ as he acted as if he was a saint.

“Starscream, I know we have never exactly... seen optic to optic. But now I think we can see eye to eye,” Arcee said, placing her hooves on the table and looking Starscream in the eye.

“While we are on this world, I don’t think we should be fighting each other,” she sighed. “Until we get back to our own dimension.”

Starscream slowly tapped his hoof against his face for a moment. “This will sound very much like Optimus; but I agree, for the time being, we should forget past differences of Decepticon and Autobot. And become Autocons?”

“Well at least we didn’t get trapped in this dimension with Airachnid,” Arcee said as she shuddered at the thought. “This truce would’ve never worked with her.”

“I always hated the spider freak, she kept undermining my commands and being all creepy. She even nicked my position as second in command!” he whined, his wings standing vertically upon his back.

“It’s always about you isn’t it Starscream. You’re such a drama queen.”

“I am not! What’s a drama queen?”

Arcee just laughed.

His mind was jolted back to the present when the pink mare jumped into the seat next to him.

“How’s it going Screamer?” she said, nearly knocking him off of his seat. “Do you mind me calling you Screamer? Or do you think it’s a bit mean? Though Starscream is kinda a mouthful and it kinda gets repetitive after a while. So it’s much, much, much easier to just say Screamer instead. Anyhow, that’s what all your fans call you sometimes, or idiot. Though idiot is definitely mean...”

As she continued with her epic monologue Starscream thought to himself, that this was going to be a veeeeery long journey.

* * *

The train station was located on the outskirts of Baltimare at the end of the main avenue which ran all the way through the centre of Baltimare to the marina of Horseshoe Bay. On the horizon, just over a small curve in the road, they could just see the tops of some of the masts of the Equestrian Trading fleet. The sun cast a warming golden glow across the city as it shone from between the clouds. 

_ ‘Primus. This place looks like Bruticus came through here throwing a hissy-fit and the Constructicons tried to fix it whilst blindfolded and having formed Devastator’  _ thought Starscream as he got his first glance at the city. 

The city was similar in size to Canterlot, but lacked its built-on-the-side-of-a-mountain charm and its buildings were similarly designed to those in Ponyville, except these buildings were slightly larger. However, they were all in various states of decay. 

On the outskirts of the city, some of the buildings were partially falling apart, with some even missing entire walls. Exposing the the abandoned contents of the deserted husks. the closer you got to the center of the city and the marina, the more maintained the buildings were, though even then, there were holes instead of windows and craters along with fallen debris blocking roads. Some gardens had become overgrown, acting more like a mysterious jungle than a well kept front lawn. Ivy crawled up many of the buildings, making it seem that nature was trying to reclaim lost land.

“What happened to this place?” Twilight asked as they made their way carefully down the street. 

“I thought Baltimare was meant to be the crown jewel of the Equestria Trading fleet. How can any highly esteemed business work from such a degrading place, no offence” Rarity said glancing at Nightshade before returning her gaze to where she was walking.

“None taken missss. Our sity onse wass beautiful,” Nightshade said. She sighed, “but our tragic war hass ravaged our sity.”

“War?” Fluttershy asked, hiding more under her mane than she already was at the thought of fighting.

“Do not worry little one, there iss no fighting here. It iss merely that no money can be sspared away from the war effort,” Nightshade said leading them through the streets past piles of debris and the local populace who were moving around the city going through their everyday lives.

“But who are you fighting? And why are all these ponies still here if there is a war going on?” Twilight said pointing to different ponies as they walked past. 

“All your quesstionss will be ansswered onse we arrive at our desstination,” said Nightshade before taking a solemn breath, “they remain becausse thiss iss their home.”

_ ‘When our war ravaged Cybertron, none of us were happy to leave our home’ _ thought Starscream as the group turned off the main avenue and continued down a slightly smaller road. Which according to the sign was called Mountain Road. 

Continuing in silence they walked up the road, which got steeper the further they walked. A fog bank clouded their view of the end of the road. But behind it, they could see the distant peaks of snow-covered mountains. 

"The Manganesse Mountainss, our desstination ssitss at their feet," Nightshade said glancing around to make sure none of their party had gotten lost in the first contrails of fog. 

Fluttershy, unwilling to step into the gloomy fog had halted at its edge. Bumblebee having noticed her reluctance, turned and beeped a few words of encouragement to her. Smiling at the kind words, she slowly continued with her friends. 

To noones surprise, Pinkie had wandered off and was bartering with a stall pony for a box of cakes. Unfortunately for Pinkie, the stall pony - a light grey pegasus with a yellow mane and tail - didn't sell cupcakes. Nonplussed she bought a bag of muffins and hopped back to the group with her prize. 

Handing each of them a muffin, she continued to follow the group down the street. Everypony slowed down slightly so they would be able to eat their muffin, except Fluttershy and Rainbow who flew slightly off the ground to eat theirs. Fluttershy kept offering bits of muffin to Lazerbeak who was perched on her shoulder.

Adamant that he wouldn’t be shown up by the pair, he carefully watched them for a few moments and then himself leapt into the air. Mirroring their wing beats, he was able to keep himself in the air whilst he ate his muffin. 

“So you actually can fly without crashing into something, hey Starscream,” Rainbow said as she noticed Starscream flying. 

“Come on Dashie, be nice. Screamer had only just got here,” Pinkie said leaping, literally, to his defence as she then landed between them. 

“I’m just playing Pinkie,” Rainbow said as she finished her muffin. “Hey Starscream how about I give you a flying lesson sometime?” she continued before collecting everyponies wrapper and taking them to a bin. Leaving Starscream with some time to consider the proposition.

_ ‘Saying yes and accepting help would be a very Autobot thing to do, and saying no and scoffing at the idea would be a very Decepticon thing to do. However in this dimension there is no Autobots or Decepticons, merely only Autocons?’  _ Starscream glanced at Arcee whilst he was considering his dilemma. She was having a conversation with Bumblebee, Fluttershy and Rarity. Thinking that it would be a weird thing to ask for their opinion he decided not to ask them. He then glanced at Nightshade who had turned around when she heard the conversation and was looking at the three of them flying off the ground with a look of longing, before she turned back around and continued her conversation with Twilight.

“So Starscream what do you say?” she asked as she came back and flew next to him, though she was slightly higher than him.

“Why the hell not, I mean what could possibly go wrong?” Starscream said glancing around at the foreboding fog. The fog wasn’t very thick, so you could see quite far ahead and the buildings on either side of the road. However, dense fog lurked between the run-down buildings, creating hidden passageways where anypony or anything could hide.

In the wisps of fog on the edge of his vision, Starscream saw strange faces. Which seemed to follow him down the road. Trying to distract himself from these strange images, he decided to talk with the arrogant pony who thought she would be able to beat him in a race. [ _ i] ‘Like she would have a chance once I learn how to use these accursed wings properly’,[/i] _ thought Starscream as they walked down the road talking.

As the road climbed higher the cloud of fog started to dissipate revealing more and more of the road ahead of them. And of the mountains which were looming closer, at the base of which was their destination.

“Poniess and phoenix, welcome to Casstle Darkmare,” said Nightshade turning to see their reactions to the revelation. As the fog finally cleared, everypony - except for Nightshade and Laserbeak - gasped at the sight of their destination.

“Yeah Bee, you’re right. The name does sound familiar,” Arcee said quietly, answering Bumblebee’s beeps and tones of his statement.

The road continued on for a few meters, leaving the remaining few houses on the outskirts of the city behind. The road curved slightly as it made it’s ascent along the foot of the mountain, before it reached the first of the two dark metal portcullises. The outer wall of the castle - which was actually the wall to the courtyard - curved around and away from them, eventually both sides meeting up with the mountain. 

The outer walls were thick enough that they were large enough for entire rooms, which resulted in them being used as a barracks and the staff accommodation. A few smaller doors were dotted around the inside of the wall, creating entrances for the various ponies who were walking around the castle. The outer and inner edge of the outer wall was topped with battlements, and armed ponies in armour were patrolling along the top of the wall.

Directly opposite the portcullises, was the entrance to the main part of the castle. Indicated by a large pair of intricate, dark mahogany doors. The main part of the castle also curved around from the main entrance, mirroring the outer wall but creating a much smaller circle before it too met the mountain.

In the gap on the side of the mountain, between where both the outer wall and the main castle met the mountain was another doorway, but this one was much smaller than the main entrance. It led to a small chamber which then, in turn, led to a mountain pass which was used to travel to the other side of the mountain. 

The main part of the castle rose to about a quarter of the height of the mountain, but that still meant that it was similar in height to Canterlot Castle. Three towers branched off the side of the main part of the castle, though they all stopped at different heights. The main building itself culminated in a tower itself, shrinking in diameter gradually until it widened out at the top to form a large room, complete with it’s own balcony overlooking the sea. 

About halfway up the main tower a fully enclosed bridge stuck out and joined onto the outer wall, at a room which was sat on top of the outer wall. This bridge was built directly alongside the mountain and was above the smaller doorway. The room - which was the throne room - seemed to only peak out slightly from the mountain, as it was built mainly in the mountain for a better defence.

The castle was a light purplish colour with grey/purple cones on top of the towers, and like the rest of Baltimare it was ravaged by the effort of the war. In some places around the inside of the castle there were cracks lining the walls, ivy climbed around parts of the castle and some of the windows that pockmarked the interior of the outer wall had broken panes of glass, which had been boarded up with planks of wood.

Even the inside of the castle looked war-torn. The once lush, red carpet which greeted them and led them up the main staircase looked as if it was old a thousand years ago. The candles in the chandeliers were barely more than stubbs and most of the stairs on the main staircase groaned and creaked in agony with complaints about their misuse. 

Nightshade had explained all of the extra information to them as she led them through the courtyard, into the main hall and after going up the main staircase and across the stone bridge, into the throne room. Throughout the hasty tour, Rarity’s eyes had lit up like diamonds and were getting around the size of dinner plates before it ended.

The throne room was slightly smaller than Celestia’s, and seemed to be slightly darker, which was probably due to the lack of windows and the small number of candles in the room. Though the candles were more than compensated by the two fire braziers on at the back of the raised platform that the throne was on. The room also contained multiple pillars like Celestia’s, but there were fewer of them here.

The throne was made of a silver metal with a deep purple lining, and the flames created dancing patterns as they reflected off of it. Making the throne seem to shimmer. On the wall behind the throne was the family's coat of arms; a silver shield with two purple crystals crossed in the centre, with the sun and crescent moon on either side of them. This coat of arms was also dotted around the rest of the castle on various flags and tapestries.

“Poniess and phoenix, may I pressent, Prinse Demon Scar,” Nightshade said, introducing the pony who was stood proudly in front of the throne. He was a light grey unicorn, but of a slightly darker shade than Starscream was. He had a red and black mane and tail, and bright purple eyes, which kind of reminded Starscream of dark energon. He was wearing dark red armour with gold trimming - though he was only wearing the chest piece, not the helmet or shoes that the Royal Guards would normally wear - and a matching cape, which managed to completely cover his back and his cutie mark. Which they found out later was the shadow of a dragon which had a purple crystal gripped in its tail. True to his name, he was covered in a multitude of scars, which seemed to range from ancient to blood-red fresh. Just above where his armor reached, was a necklace which held a large blue crystal secured by a black band of metal.

Looking up at him, standing in front of his throne, Starscream thought that he looked like a pompous douche-bag. Rarity however was of a different opinion, and was very close to fainting.

“Welcome to Castle Darkmare, I hope you have a pleasant stay,” Demon Scar said walking off the raised platform and going to introduce himself personally to everypony, who had lined up in front of the throne. “I apologize for the mess...”

“We are glad to be here Prince Demon Scar,” said Twilight as he picked up her hoof and kissed it in greeting. 

“You can just call me Scar, I hate all those pompous titles. It makes me sound like Blueblood,” he said shuddering at the thought. “It is good to meet you Twilight.”

Next in line were Rainbow and Pinkie. He repeated the introduction and he was amused to see Pinkie grab his hoof in return and furiously shake it, so his arm was still wobbling when she let go.

Next was Fluttershy, who true to her name was cowering slightly between Pinkie and Rarity, not just from Scar, but from his two lieutenants who were stood on either side of the throne. Two dragons. 

“Do not worry little Fluttershy, Brisingr and Draco will bring you no harm. I assure you,” he said after guessing what her fear was. In response to the statement, both dragons - who were both red and gold regal coppers - nealt on the floor and bowed their heads at Fluttershy, before both lying down. Calming down slightly, she stood up straight and allowed Scar to kiss her hoof. 

After he had introduced himself to Rarity, she proceeded to faint. To which Rainbow decided to kick her, so that she would hopefully wake up.

“Is she going to be okay?” he asked looking at her with a puzzled look. To which she responded to, along with being kicked by Rainbow, by jumping up and exclaiming that she was in fact okay.

The rest of the introductions went straightforwardly, with Scar shaking hooves with Bumblebee and Starscream instead, and he just nodded at Laserbeak, who was perched on Starscream’s shoulder. Afterwards, Scar magicked cushions for the guests to sit on, though he himself preferred to stand at the bottom of the stairs of the raised platform. After all of that, Starscream thought that he wasn’t much of a pompous douche-bag after all...

“Now I believe you are here to talk about portals and how to get those four home, I would firstly like to show you where you will be staying and then have dinner. But I’m guessing you wouldn’t like to wait that long before getting answers,” Scar said guessing exactly what they were thinking, so they just nodded in response. 

“We aren’t 100% of how to work them, though if anypony would be able to figure it out, it would be my sister,” he said, glancing at the doorway as if he was expecting somepony. “She spent a lot of time with Megatronus, way more than I did.” 

“Megatronus!?” Arcee, Starscream and Bumblebee (in a loud beep) exclaimed, looking at him with a puzzled expression. 

“You’ve heard of him then,” he said.

“Heard of him? He was one of the original Thirteen who battled against Unicron alongside Primus at the beginning of our history! Yes, we most definitely have heard of him,” Arcee said looking at him incredulously. “How do you know him?” 

“He’s an old family friend. He made my sister become slightly obsessed with portals for a while,” he said. 

“I think that I’m still slightly obsessed with portals... and combustible lemons for that matter,” a cloaked pony said as she walked into the room. She nodded a greeting to Nightshade - who had excused herself silently and was on her way out - and to the ponies who were sat at the bottom of the raised platform as she made her way to her brother. 

“Let me introduce my... sister, Princess Demon Haunt” Scar said as she reached him and stood next to him. Though they didn’t look like the most loving brother and sister pair, standing a good distance apart.

“Please, call me Haunt. And I am sorry I am late, something... came up,” Haunt said, not making the move to greet the guests personally like her brother had. She sounded... odd, even to Starscream who had been used to the Cybertronian tones from his own dimension, and after travelling across half of Equestria with Nightshade.

“Haunt I believe you are-” Twilight said before being interrupted by a messenger who came crashing through the doors, exclaiming something about a message from ‘The Queen’. Sensing that this was something important - though having no idea who or what this ‘Queen’ was - the ponies directly in front of Scar moved out of the messenger's way. Though he stopped halfway along the room, seemingly out of breath and with one of his front hooves lifted partly off of the floor.

“What is it?” Scar asked, seemingly unnerved. 

“Go. To. Hell.” the pony sneered, whilst simultaneously, morphing his raised hoof into a menacing looking gun. Firing a blinding blast that flew straight at Scar. However, Haunt pushed her brother out of the way before taking the hit directly herself. She slammed back into the throne before bouncing off and landing on the floor.

Unmoving.

Unwilling to be stopped by anypony in the room, the messenger dissolved into thousands of tiny flies. Dispersing quickly out of the castle and out into the midday heat, pleased with their success.


	7. Chapter 7

“WHAT BY PRIMUS WAS THAT THING!!!” Starscream screamed from where he hugged the top of one of the pillars. His breaths coming in short ragged intervals that matched his jagged wing beats. 

“Oh. So THATS why you’re called Star-SCREAM.” Rainbow said laughing, whilst landing after she tried - and failed - to hunt down the ‘messenger’. 

“Now Rainbow! Don’t be so harsh to him, he has a valid point. What was that horrid monstrosity?” Rarity said as she made her way over to Fluttershy who was crouched on the floor shaking. 

“We call them ‘Insecticons’. As you saw they are made up of thousands of flies, and can merge into any form,” said Brisingr in a deep powerful voice, as he made his way over to Scar and his younger brother Draco.

“They look a lot different from the Insecticons we have back home,” Arcee said, to Bumblebee as they tried to not get in any pony’s way. Twilight rushed over to help Scar who was just starting to get back on his hooves with the aid of his lieutenants.

“Scar I’m so, so, so sorry...” Twilight said trying to console him. Though he seemed far from upset, merely only glaring at his sister’s unmoving body before moving away and down off the raised platform to stand slightly closer to the door.

“Great! How are we supposed to get home now?” Starscream asked, still hugging the top of the pillar. “She was supposed to be our ticket out of this accursed dimension.” 

“Starscream! How could you be so cold?” Rarity said, looking away from him and lifting up her hoof. 

“Starscream gets... grouchy when he’s upset,” Arcee said, walking over and putting her hoof on Rarity’s shoulder. 

“Aren’t you just the cutest thing ever,” Pinkie said.

“What?” everypony in the room said, looking towards where Pinkie was sat facing the wall. Even Starscream was intrigued and had flown down from the top of the pillar and his imagined safety. 

“Look at my awesome new pet guys,” Pinkie said, spinning around and showing everybody a seemingly empty sealed jam jar. What was inside the jar at first seemed to be a small cloud, but it soon morphed itself into a small pony and began tapping on the glass.

“Pinkie, I don’t think you should keep it...” Twilight said, looking at the contents of the jar with disdain. 

“I’m gonna call you Bob!” Pinkie said, hugging the jar to her chest. Everypony sighed and the Insecticon - newly named Bob - sat down and started banging its head against the glass. 

“So, what do we do-” Rainbow said before another strange pony burst through the throne room doors. Before anypony could see who the newcomer was - mainly due to the blinding light streaming in through the doors behind the newcomer - Scar rugby-tackled them. They rolled a few feet before ending up as a hugging pile of grey coats, black, red, and blue hair and armour. 

“If you ever do that again, I swear that I’ll kill you myself,” Scar said laughing, his voice was slightly muffled from the pile of pony that was out on the bridge. Everypony was crowding around the door trying to find out who the new pony was, except for Brisingr and Draco who just chuckled softly to each other. 

Eventually, the ball of hugs managed to untangle and become two separate - but extremely similar - ponies.

"What? I don't understand. Who is she?" Rainbow asked, pointing at the pony standing next to Scar. She was the same size as him, with the same colour coat, and identical coloured eyes. Their manes and tails were the same, except that she had blue where he had red. They also had the same necklace, except that her crystal was red. She also had a thick jagged scar going down the right side of her neck, running from the back of her jaw to just above the necklace.

Her cutie mark was of two interlocking gears - one inside the other - with a purple crystal going through the middle of them. The crystal looked similar to the crystal in Scar’s cutie mark but was angled the opposite way. After later comparing the crystals in their cutie marks to the crystals in their coat of arms, Starscream noticed that they were the same crystals, just crossed over each other.

"You've already been introduced Rainbow. This is my sister," Scar said as the pair walked back into the throne room, past the group of confused ponies. Which didn’t include Pinkie and Lazerbeak, as she was more interested in Bob and he was <strike>taunting Bob</strike> inspecting how Insecticons functioned in this world. 

“Sorry about all this. But Nightshade thought something might happen like this,” the newly resurrected Haunt said, as she made her way with her brother to the bottom of the raised platform. “A big meeting like this was an easy target. So we implemented safety measures. Though, something did come up, in the city, which meant I wasn’t in the castle.”

“Nightshade thought? She probably planned it!” Scar said, turning on his sister. “You know she’s a-” he said before a stern look from his sister silenced him. “*Ahem* different.” She then walked up to the still form in front of the throne with a smug expression on her face.

_ ‘Their family must be completely crazy’ _ thought Starscream as he watched things unfurl.

“Though that still doesn’t explain how you managed... this,” Arcee said, gesturing to the cloaked still form at Haunt’s feet. “Because I’m guessing that this isn’t normal for your world,” she said looking to Rarity for confirmation, to which she shook her head.

“Well it’s quite simple really,” Haunt said grabbing the cloak in her purple magical aura and pulling it gently off. Instead of Haunt lying on the ground, a golden pony lay there, who seemed to be made out of metal, as the flames danced and flickered over its body. “This is one of my robots.”

“So, Nightshade was right,” Rarity said quietly to herself as they got their first glance at it. 

It was in the general shape of a normal pony, though it was much smaller, as it had no need for most of the organs ponies had. Its legs showed this feature most prominently being almost skeletal thin and made its hooves look slightly too large. Like a normal pony, it had ears and a mouth, but the mane was in a fixed position going along the back of its head and was also made out of metal, and looked similar to a Royal Guard’s crest on its helmet. The tail was similarly made out of metal but was in segments so it had some - if limited - movement. Its eyes were dark and unmoving, showing that the machine had no life.

Also giving away the fact that the robot had no life was the gaping hole in the front of its chest. A reminder to the ponies present of what should have happened to Haunt. In the hole was the frayed and misshapen remains of its internal wiring, which every so often let off a series of blue sparks. Which lowered in frequency the longer it was dead and the very last remnants of its life force dissipated. Around the hole, the once golden bodywork was dull and scorched.

“Okay, that explains something, but how did you turn up so quickly if you were in the city?” Twilight asked, inquisitive about what other inventions would have allowed her to get here so fast. 

“Well that’s simple. I flew here,” Haunt said, whilst waiting for the last few sparks to die out wrapping the robot in the cloak and placing it on her back. To which Twilight countered with something about her chariot, though Starscream wasn’t really paying attention. As he was currently more interested in inspecting the robot. Until his view was obstructed by something.

“No I flew here using these,” Haunt said as she unfurled her wings, which brought Starscream’s attention back to the conversation. And made all of the mane six who were in the room gasp. “He didn’t show you did he?” *sigh* “You should stop hiding who you are. And I’m gonna burn that cape,” she continued, turning to her brother and unclipping his cape with her magic and draping it over his back. Like his twin he also had wings.

“You’re Alicorns?” Rarity asked, lifting a hoof to her head whilst swaying slightly from side to side. Arcee, Bumblebee and Starscream just stood there looking between the ponies and hoping that somepony would explain why that was important. “But how?”

“Magic,” Haunt replied, to which her twin sighed.

“Possibly because our parents were a pegasus and a unicorn?” Scar said, shrugging his shoulders then flying up to his sister.

“Or we’re a freak accident,” Haunt said making her way to the doors whilst trying not to drop the robot. “I shall see you later I need to get this guy home,” she continued before leaving. Before anybody could say anything she was across the bridge and gone. 

“I’m sure you’re all tired from your journey, Brisingr and Draco will escort you to your rooms,” Scar said before his lieutenants led them out of the room. “We shall continue discussing things over dinner this afternoon.”

* * *

“So, what’s the significance of an alicorn?” Arcee said as she sat on the bed, watching Starscream fly in circles around the room where she was staying. They were in the main tower, a few levels above the main entrance. Arcee was sharing with Rarity in a room that was connected by a small door to the room where Bumblebee and Starscream were staying. Both rooms had two lush king-size beds with bedside tables, two wardrobes and a large window looking out over the city. 

Across the hallway, Rainbow and Pinkie were sharing, whilst Twilight and Fluttershy were sharing the room connected to theirs. Laserbeak was staying with Fluttershy, but he was currently perched on Arcee’s bed and Bumblebee was sitting next to her. Starscream, after deciding that practice would make perfect, was proving the theory right. After knocking three paintings off the wall, colliding with the small chandelier that was in the centre of the room a few times and breaking two vases. But he was now able to fly around the room without crashing 

“They are rare, normally royalty, and generally have more power than normal unicorns do, or certain abilities that other unicorns don’t have,” Rarity explained whilst also watching with trepidation as Starscream veered closer than was safe to the window. “Darling, why don’t you save the flying lessons for when you are outside and can’t damage anything valuable?”

“Like he hasn’t already?” Arcee said before Starscream got the hint and landed ungracefully, on the floor. When he started glaring evilly at her, she decided to change the conversation. “So how did Megatron get you here? Last we heard was that you had gone solo.”

“I... I don’t want to talk about it,” he said, averting his eyes and shuffling slowly towards the door. To which Bumblebee narrowed his eyes and beeped a few tones. 

“Yeah, you must be right Bee. He offered you your old position back. Didn’t he?” Arcee said, stopping Starscream in his tracks and making his wings droop.

“No. Maybe.”

“Ha. So after it failed with the Autobots,” she said pointing to her and Bumblebee, “you crawled back to the Decepticons. To grovel at Megatron’s feet.” By this point she had gotten off the bed and was standing in front of Starscream, and even though he was taller. Due to him crouching slightly, she was able to look into his cold plotting eyes. 

She smiled, and after understanding the situation he copied her. She was toying with him. Shaking off his previous composure he stood up straight and flapped his wings a few times. 

“Well it doesn’t matter now anyway,” he said while sitting on the bed where Arcee was a few moments ago. “We are never getting out of this dimension at this rate, and I will never get my position back.” 

“Don’t worry about that,” Arcee said standing in front of Starscream, “I sent a message to Optimus. He will get us out of the dimension if we can’t find our way out.”

“Well that’s good for you I suppose,” Starscream said getting bored of sitting in one place and jumping off the bed. “But what about me?”

“Optimus wouldn’t leave you here,” Arcee said sitting back down in her spot where Starscream was sat. “He’s Optimus.”

* * *

The Autobot base was devoid of life, Human or Cybertronian. The only noise located within emanated from the Autobot’s computer. A consistent beeping alerting the Autobots that their computer was damaged and would be inoperable until repaired. 

When it was fixed the beeping would be switched for a less insistent tone signifying an unread message. Which would have only started up a few minutes ago.

**URGENT MESSAGE FROM ARCEE.**

The four words were meant to be flashing boldly on the screen. Waiting impatiently for somebody to notice them and listen to the message. But Optimus and Bulkhead were out on a mission and Ratchet was in a store cupboard trying to find parts to fix the broken computer. Remnants of the Scraplet infestation which had been fine until a power surge which had been caused by Bulkhead and Miko’s guitar. 

* * *

The dining hall, like the rest of the castle was ragged and slightly war-torn. The chandelier was adorned with cobwebs and most of the candles were merely stubs, dwarfed by the past elegance of history. The room was hidden deep within the castle’s depths and had no windows, the candles dotted around the room were just enough to fill it with dancing light. 

Multiple tapestries and paintings lined the walls, depicting a number of scenes from forgotten history. The city in its infancy when it was merely a small fishing port, the city at the height of its golden glory, portraits of their family throughout the ages. One of which was covered by a dusty curtain.

They were sitting at an old ornate table, which seemed to have been scorched sometime during its long life. Scar was at the head of the table, with his sister opposite him at the other end. On his left going down the table sat Rarity, Rainbow, Nightshade, Pinkie and then finally Twilight. On his right going down the table sat Fluttershy, Bumblebee, Starscream and then Arcee, which left an empty seat at the end which Laserbeak was perched on. 

Brisingr and Draco had fetched them for dinner a few hours after they had been shown to their rooms. They had been served their meal, with Starscream actually being able to use the cutlery for once, and sat through it making idle chat. Waiting until afterwards to discuss the matter which had brought them all here. 

“So, I’ve heard that you came here after portals?” Haunt said addressing the entire table after finishing her conversation with Twilight. Starscream had heard them talking throughout the entire meal, which was a stark contrast to Nightshade who was sat opposite him and had hardly said anything throughout the entire meal. “So that you can get these four home.”

Nods and murmurs of agreement followed her statement around the table. For the first time since arriving on this planet, Starscream felt optimistic about being able to find their way home. He attributed this feeling to him being an Autocon. 

“We have a device, which is hidden in the depths of the Hollow Shades forest which controls these portals,” Haunt said whilst softly tapping her hooves on the table. “It was a gift from an old friend a long time ago.”

“So you can help us get home?” Arcee asked, getting straight to the heart of the matter and wishing for a straight answer. Starscream would have asked the same thing, but things usually turned in favour of the Autobots, so he was letting her lead. Unless her destination was avenging Cliffjumper, then he would lead, in a direction really far away and really quickly.

“Unfortunately no,” Scar said, looking down at the table and away from the accusing glares that he knew were being directed his way. Which were combined with gasps of confusion, even Bob - who was sat on the table in his jar after being kept safely in Pinkie’s mane for the duration of the meal - turned into three floating question marks. Though his owner wasn’t paying much attention to the conversation. 

Starscream had watched her and Rainbow throughout the entire meal try and provoke a reaction from Nightshade, though they hadn’t yet succeeded. All of their jokes which had, at times, made a certain grey pegasus fall unceremoniously off of his chair with laughter, had no effect on her. Nightshade hadn’t so much as smiled in response. 

Starscream was planning on keeping a wary eye on them throughout the remainder of their stay at the table. So that he would be able to find somewhere to hide if things started exploding. Luckily, Pinkie’s attention was brought back to the present at the confusing news. However, she had a cheerful grin on her face, making Starscream think that she knew what was going to happen, or was about to throw cake at everypony in the room. Either way, the smile made him worried.

“The technology needed to control the device hasn’t been built yet,” Haunt said, drawing the attention off of her brother. “And we are currently unable to create it at the moment.”

“What!” Rainbow exclaimed stamping her front hooves onto the table and flying slightly above her chair. “You can build robots but not this?” 

“Why ever not?” Rarity said trying to lower the volume of the situation before somepony did something drastic. Fluttershy was hiding under the table from the sudden outburst and Starscream wasn’t far from following her as he was cowering in his chair. Rainbow flew over to Fluttershy and comforted her until she rejoined them at the table before returning to her chair, muttering small hints of an apology.

“It’s not that we are unable to build it,” Haunt said, whilst tracing the line of her scar forlornly. “It’s that we can’t build it.” 

“What my sister is trying to say,” Scar said, interrupting the murmurs of confusion before they could begin. “Is that because of the war, we can’t build the equipment needed.” 

“Oh, so you can’t divert your resources away from the conflict?” Twilight said, looking between the two twins for confirmation. 

“Nearly,” Nightshade responded, “one of the reasons we are fighting this war is to keep the device away from our enemy.” 

“Oh, and what’s the more awesome reason for the war?” Rainbow asked, perking up in her seat, and looking to Starscream as if she was expecting a really awesome answer. As she kept repeating that word throughout the time he had been in this dimension.

“She was a terrible mother,” Scar and Haunt said together. 

“Wha...?” was the only response that Rainbow was able to produce. 

“Queen Olethron Strika - as she now calls herself - was, once upon a time the one we called our mother.” Scar said looking at the ponies for their shocked reactions. “Before greed and jealousy corrupted her. We exiled her to the Badlands, where she found an army. Which you got a small taster of earlier today.”

“So! Anypony got any questions?”, Haunt asked, with a small grin at the ponies’ puzzled looks. Starscream, still very iffy on the organics’ concepts of family, considered asking what a mother was (as he only knew that they were important somehow) before his thoughts were interrupted by a different question.

“I thought Chrysalis was from the Badlands?” Rarity asked breaking the silence of the room.

“I thought Chrysalis was from Switzerland,” Pinkie exclaimed, looking pleased with herself at the cheese pun. Though nobody looked pleased with her attempt at lightening the mood, as nopony was laughing.

Except one.

A strange combination of laughter and hissing was coming from Nightshade, emanating from behind her hoof which she had now placed in front of her mouth.

“Ha ha hss

“Aha ha hss

“Aha ha hhss”

*hiccup*

“Ha ha hss”

*hiccup*

This order continued, with each hiccup becoming more severe than her last, though at least they were slowing down in frequency. But as the hiccups started to seem to be coming to an end, something else started happening. _ [i] ‘How can she be a transformer? She's organic?’ _ Starscream thought as he watched the pony in front of him.

*Hiccup*

Princess Luna was sat in front of him.

*Hiccup* 

Then Princess Celestia was there.

*Hiccup*

Then the pony who had sold them muffins.

*Hiccup*

Then a pony he had never seen before, a black unicorn with a purple mane.

*Hiccup*

This pattern continued for a few minutes until Starscream was looking into his own red eyes when her hiccups seemed to have come to an end. He turned his head on its side and his ‘clone’ copied him. Starscream did a few movements - all of which were copied - until he stood up and leaned across the table and placed his hooves on it. His ‘clone’ copied him for a moment until it brought up its hoof and booped him on the nose. Knocking him off balance and back into his seat.

Rubbing his snout he watched - along with the other ponies at the table, including the slightly disinterested Twins - as Nightshade grabbed her glass of water which was in front of her and gulped it down. At the same time, green fire ‘burned’ away her disguise. Revealing a completely different pony, though Starscream could hardly make out her new form in the darkened room, as some of her hiccups had blown out a few candles.

“Aha... ha... hi..?” Nightshade said as all the ponies were staring at her. Frozen in place, including Pinkie whose jaw had hit the table. Though after a few moments she picked up her jaw and shook her head.

“SHE’S A CHANGELING!” Pinkie exclaimed, jumping onto the table and pointing an accusing hoof at Nightshade.


	8. Chapter 8

“Ponies, please stop,” Haunt said sighing at the scene which was unfolding before her. Pinkie had backed the changeling up to the wall with her party cannon, which she had pulled from under the table. Flanking her was Rainbow who was hovering and waiting for Twilight - who was stood behind her - to give her the go-ahead. Fluttershy was peering out from over the table and Rarity had moved around to comfort her. Starscream, Arcee, Bumblebee and Laserbeak were just sat there. None of them really knew what was happening. 

“Don’t worry your highnesses. We can handle this,” Twilight said without taking her eyes off of the changeling. Starscream got the distinct impression that she was slightly overreacting. Just a little bit. “Who are you, and what have you done with the real Nightshade?”

“I am the real Nightsshade,” the changeling said, wincing and turning her head away from Pinkie’s party cannon getting closer to her face. 

“Twilight could you leave my lieutenant in one piece?” Haunt asked probably hoping to bring this absurd scene to an end. Which Starscream thought was unlikely.

“Can’t you see what is right in front of your eyes?” Twilight asked looking at Haunt with questioning eyes. “Maybe this imposter has addled your brain?”

“**That's enough!**” Scar said in a deep booming voice that reverberated around the room, whilst Pinkie, her party cannon, Twilight and Rainbow were gripped in a dark purple magical aura and moved away from the changeling. Rainbow after struggling for a few moments crossed her forelegs and glared at Scar. 

“**I don’t care much for Nightshade. But my sister does, and I won’t have you insult or upset her**,” Scar said, but using the Royal Canterlot voice which nearly deafened the three offending ponies. Though he had cast a spell to slightly lower the volume for the other ponies still sat at the table. Well that was what Starscream hoped the dark purple bubble now covering half of the table was. “Sit.”

As soon as they were released from the spell they did as they were told and sat back down at their places. Knowing that she wouldn’t be attacked, Nightshade also joined them at the table. An awkward silence engulfed the table for a few moments, even Rarity had stopped talking to Fluttershy to comfort her and was merely stood there with her hoof on her shoulder. Mesmerised by the force of power which Scar had just shown. She was broken out of the trance by Fluttershy getting back onto her seat and nodding at her to return to her own seat.

“Sorry about that guys,” Scar said, breaking the silence. He seemed to have calmed down, though his eyes were still tinted red instead of his normal purple colour, and he looked tired as if he was worn out by the amount of magic he had performed.

“No I sshould be ssaying I am ssorry,” Nightshade said watching with dismay as rainbow edged her seat closer to Twilight’s. “I sshould have told you who i wass earlier.”

“What, so we could freak out earlier? No,” Pinkie said stomping her hoof onto the table to emphasise her point. “If these ponies trust you then it’s our fault we overreacted. We’re sorry,” she continued, with the last line being repeated by Rainbow and Twilight. Though Starscream could tell by the cold looks given by the other two, they didn’t completely agree with the mare who was currently shaking hooves with the changeling.

“Erm, sorry to interrupt. But what’s a changeling?” Starscream asked, voicing what himself, Arcee, Bumblebee and Laserbeak were thinking.

“A changeling is a shapeshifter. They take the form of someone you love and gain power by absorbing your love for them.” Twilight said, watching the changeling in case she did something. “How could you trust... this... thing to be your lieutenant?”

“This ‘thing’ as you put it is Nightshade Solanine. The Pony you travelled across Equestria with,” Haunt said tracing the line of the scar down her neck with her hoof. “And she saved my life.”

“She probably only did it because Chrysalis told her to,” Rainbow said, folding her forelegs and looking away from Nightshade. “To wrongfully earn your trust.”

“HA! Like I would do anything that vile Queen told me to do,” Nightshade said sneering at the name. “Sshe never listened to any of my ideass, to not ssteal poniess emotionss. Alsso we can feed off any emotion not merely love.”

“Then, why did...?” Fluttershy asked using her timid voice, but sitting straight in her chair, and putting on a brave face.

“I didn’t mean to upsset you, little Fluttersshy,” Nightshade said, smiling at her, but being careful to hide her fangs. “But what would you have done if a changeling had turned up unexpectedly in the throne room?” 

“Thought it was another invasion,” Rainbow said, looking defeated. Though Starscream, Arcee, Bumblebee and Laserbeak just looked confused, so they had to briefly explain to them the events of the royal wedding.

“This is all very touching backstory,” Starscream said placing his hooves on the table, “but could you please direct me to this ‘Queen’ so that we can be on our way home.” 

“I’m afraid it isn’t that simple,” Scar said, voicing Starscream’s expected response to his statement.

* * *

They talked long into the night, considering various different options, before retiring to their rooms. Their plan; go with Haunt to see the full extent of what they were up against, check on the device needed to return them home, and one added secretly to his own list by Starscream, run away and hide. 

The next morning they were all waiting out in the courtyard for their transport to arrive, and Rainbow was using the spare time to teach Starscream how to fly in a straight line. Luckily, the windows he had flown through were already broken, and Twilight had needed to practise casting shields around her and her friends. Though it obviously had nothing to do with Pinkie repeating “Twitcha Twitch” and looking at Starscream.

Though after a while even those two had gotten bored and rejoined the others. Haunt had gone to get the transport, leaving her brother to stay with their guests. Starscream watched as Rarity kept following Scar around, almost pleading with him to come with them. By his slightly annoyed expression, Starscream guessed what the answer would continue to be. 

Looking around, his gaze fell upon Nightshade, who was talking with Twilight, and for the first time since they had met in her true form in the sunlight. So he was able to get a clear view of what she looked like. 

Standing slightly taller than Twilight, she was now a deep matt black but her mane and tail were still the same dark purple/blue colour, but they now looked more like seaweed than hair. Her horn was now twisted and crooked, and she had light blue transparent insect-like wings. 

Instead of her cape she now wore armour, a helmet and chest piece. The helmet was made out of metal and light purple in colour. Unlike the helmets of the Royal guards, the helmet was of pre-Celestia changeling design (according to Nightshade), and as a result, had three ‘spikes’ on it, each representing one of the three great kingdoms of old (as she put it). Changelings, ponies and dragons. Two of the ‘spikes’ curved from the bottom of the back of the helmet and were situated just below her jaw. The third went from its spot on her forehead to the back of the helmet, where it formed a sort of fin which ran down the back of the helmet.

The chest piece was made out of the same material and was the same colour, though parts of it were darker shades. A circle, containing Haunt and Scar’s coat of arms sat on her front, with two bands of metal leading off from it to either side. Before they joined up as they formed the back piece of the armour, and then curved around on either side of her flank, above her hindlegs. Two half-moon shapes curved around the front where her forelegs emerged from the armour, with a third one protruding from the back section of the armour and curving around the shoulder joint. Between the two joints were curving bands of metal, which got increasingly darker the closer they got to the middle until the centre one was almost indistinguishable from her black hide.

The most striking aspect of her new appearance to Starscream was the holes that dwelled in her hooves and the bottom part of her legs. After talking to Arcee and Bumblebee for a moment on the subject of human/pony food, he grasped the meaning of the joke which Pinkie had used the night before. Which caused him to chuckle. 

"Sstarsscream, what do you find sso funny?" Nightshade said glaring at him.

"I- uh... I... erm. Nothing," he said averting his gaze from her, as his wings angled downwards. Not believing his rushed excuse, she hopped over to him using her wings to find out the real reason. Which in turn made her laugh.

Knowing that he wouldn't be brutally murdered, he folded his wings on his back and began a conversation with her. Eventually, the rhythmic pattern of wings reached their ears and they looked up as a large shape blocked out the sun. Dropping out of the sky, a pegasus-drawn chariot landed gracefully in front of them.

"Ta-daa!" Haunt exclaimed as she jumped out the side of the chariot, using her wings for the small jump.

"Can't you arrive without making an entrance?" Scar asked smiling at her. 

"Sorry brother," she said as she went up and hugged him, "but that would just be boring." He just laughed as he returned the hug. Ignoring the ‘touching’ scene going on in front of him, Starscream turned his attention to their mode of transport.

If he had seen the chariots that Princess Celestia owned, he would have compared how similar they looked to each other, but he hadn’t. If he had, he would've thought that they were both of similar design and colour, except that the one in front of him was much longer, having two sets of wheels instead of just one. Though this one had the similarity of the chariot being designed like wings as it arched upwards from the back wheels. Unlike the other one the entrance was on the side, instead of the back which was blocked by rows of benches which started after a gap from the driver’s seat, and increased in height the further back they were set in the chariot. 

The sound of jingling metal and the stomping of hooves brought his attention to the front of the chariot. To where the ponies that were pulling the chariot were. Though he couldn’t really call them ponies.

Five robots were stood in harness in front of the chariot. The first two pairs of robots were slightly taller than Princess Luna and looked nearly identical to the robot that was in the throne room except that they had a more elongated snout and a webbed fin instead of a mane and their tails were similar to those on a griffon, being skeletal thin and ending in a small sheath of metal. All four of them were tugging and bucking at their harnesses, which had been secured to metal hoops which were set into the courtyard floor. Their ‘breath’ coming out in jagged bursts in clouds of vapour, which disappeared like smoke in the morning air. The most striking difference between them and the robot from yesterday was their golden dragon wings, which didn't seem capable of giving them sustained flight. 

Standing proudly in front of the other robots, the lead robot wasn’t making a ruckus like his subordinates. He shared a similar design to his subordinates but was closer in height to Princess Celestia than them and his tail tapered to a small dagger instead of a small sheath of metal. His gold plating was mostly covered by dark scorch marks, the remaining slivers of gold were found in the few scratches that adorned his metal hide, and on the tips of his wings. Which were folded neatly against his side. 

His red, slightly demonic eyes scanned through the crowd of ponies before they alighted on Haunt as she made her way over to him. Well, Starscream assumed that it was a he, though he wasn’t completely sure.

“This is Pitch,” she said, flying slightly off the ground to stroke his head, to which he responded by nuzzling her hoof. “I was going to call him Shadowfax, but he didn’t seem to like that name.”

“Why do they seem... more feral than the other robot we saw?” Twilight asked as everypony cast their attention to their transport. Seemingly responding to the comment, Pitch stamped his hoof on the floor a few times, creating a deep metallic thud which brought his subordinates into a vague semblance of order. Though the back pair of robots were still content with nipping at each other, consequently revealing their sharp teeth.

“For some reason, giving them the power of flight results in a strain on their mental processor, limiting their mental capacity,” Haunt explained.

“Huh..?” was the combined response from the group.

“Giving them wings limits their brainpower,” Haunt said in an exasperated tone.

“Oohhh.”

“They are kinda funky looking for pegasus robots,” Rainbow said, moving closer to them for a better look, whilst they just ignored her. 

“Their design is based off the bat ponies, which serve as Luna’s guards and live in caves deep within the mountains. I wasn’t allowed one of my own to serve as a guard, so I made my own. And added in a bit of windigo for added flair,” Haunt said landing and standing next to her twin.

“Do they have a name?” Rarity asked, her attention momentarily distracted away from Scar, who used the moment to move further away from her.

“They all have their own names, ones that they generally pick themselves,” Haunt said, walking to the chariot to open the door set in the side. “Though to make things simpler they are known as the Seekers.”

“Is that so?” Arcee said looking quizzically at Haunt. “Back in our dimension we had Seekers, they were led by Starscream.”

“Speaking of our dimension, let’s get going so we can get back there,” Starscream said, whilst being the first to board the chariot. Ignoring his impatient remark the rest of them followed. Except for Rainbow.

“I don’t see why I need to bother with this,” she said tapping the side of the chariot. “Just point me in the right direction and I’ll meet you there.” 

“Sorry Rainbow, but the journey is too... intricate,” Haunt said, holding the door open for her. “Even for such a talented flyer such as yourself.” Standing up straight and puffing out her chest, Rainbow grinned at Haunt before leaping into the air. Landing on a seat at the back of the chariot next to Starscream.

Each of them found a seat, whilst Haunt went to check on her Seekers. Rainbow and Starscream were sat on the back row, with Lazerbeak perched on the bench between them. Rarity, Fluttershy and Bumblebee were sat on the row in front of them. In front of them on the first row was Twilight, Nightshade, Arcee and Pinkie, who had placed Bob (still in his jar) in her mane for the journey.

“Right, everypony fasten your seatbelts, this might get a bit bumpy,” Haunt said after she had jumped into the driver’s seat, behind a console which had lots of flashing buttons on. 

“Erm, where are the seatbelts?” Fluttershy asked as she looked frantically around the chariot.

“There are none,” Haunt said smiling, as her horn lit up with magic, “but for you Fluttershy, there will be.” Fluttershy’s fast breathing slowed as she watched a magically conjured seatbelt fasten around her. Haunt nodded to her twin, who then released the harnesses from the metal hoops. 

Expecting their imminent departure, once their harness was released the Seeker would stretch and flap their wings a few times. One of them reared back on their hind legs and gave out a strange, slightly high pitched whinny. But it was soon quieted by a short growl from Pitch, who had also turned to glare at it. 

Once he had finished and had stood back away from the chariot, Haunt waved at him and grasped the reins in her hooves. Flipping a lever on the console, she beat the reins and they started moving at a fast pace.

Straight towards a wall.

"Erm, Haunt. What are you doing?" Twilight asked, gripping onto her seat and looking at Haunt with uncertainty. 

Haunt merely laughed. Just as Pitch was nearing the wall, she hit a blue flashing button. Creating a loud series of clicking noises that emanated from the wall, which then began to transform. 

Condensing into smaller bricks that seemed to merge into each other, and creating a small passageway, which was just big enough for the chariot to get through. Directly behind the concealed entrance was a dark tunnel which formed a ramp, which seemed to have been chiselled out of the side of the mountain. After a few moments on the ramp it abruptly ended, and they were thrown out into the blinding sunshine. 

Instead of plummeting to their doom, as Starscream had thought due to the Seekers’ wing design, the chariot stayed in the air. Peering over the side of the chariot, Starscream could see the entire city below them as they banked over it. They circled over city, ending up with the castle directly in front of them.

“So where exactly are we heading?” Twilight asked, also looking over the side of the chariot. 

“To my half of the castle,” Haunt said, pointing towards the castle, “which is on the other side of the Manganese mountains.”

“And behind that massive storm cloud?” Rarity asked, her eyes widening as she saw the thick black clouds which were hovering over the mountain range behind the castle. Some of the tips of the smaller peaks were completely submerged. Whilst the tallest mountain, which the castle was built on reappeared out of the clouds, a few miles up, then disappeared into the sky.

“Unfortunately, yess.” Nightshade said.

“Well don’t worry, I can clear those clouds in a jiffy,” Rainbow said, flapping her wings in preparation. 

“There iss no need Rainbow. We need them there,” Nightshade said, turning to her. “They are the ‘lifeblood’ of the sity, building up over ssix monthss in preparation for the traditional bi-yearly rainss. They sspan the entire width of the mountain range, which iss around 15 miless.

“It hass been their family'ss heritage to control those cloudss for senturiess. Alsso I fear that they might be a little too powerful for you to clear, Rainbow.”

“Ha! No cloud will get the be-” Rainbow stated before a mighty bolt of lightning interrupted her as it zipped past the side of the chariot, even though the clouds were still about 1/4 of a mile away. “On second thought, I’ll wait and go with your plan.” Nightshade just smiled and turned back to face the front of the chariot. 

As they got closer to the clouds, the chariot started to shake slightly as the turbulence started to increase, making the Seekers slow down slightly. Haunt then pulled a lever that was to her side, which made the underside of the chariot give out a metallic-sounding groan. Looking down, he and some of the other ponies watched as the wheels folded into the chariot and were replaced by thick skis which appeared from below the chariot. 

“Why are we now in a sled?” Twilight asked, but her only response was a small grin from Nightshade, and Haunt calling out something indecipherable to Pitch.

Suddenly all of the Seekers folded their wings and went into a steep dive. Causing startled yelps to come from some of the passengers.

“You’re brilliant plan is suicide!?” Rainbow shouted, clinging onto her seat like the rest of the ponies. Before she could receive her answer a shout of her name caused her to turn around. 

To where Starscream was clinging onto the back of the chariot.

“Rainbow! Stop laughing, and help me!” he shouted as she began to laugh at his predicament, even though she was still clinging onto her seat for dear life. Coughing away the remnants of her laughter at his stern expression, she let go of her seat and grabbed hold and yanked him into the chariot.

"Thanks, I guess," he said after he landed upside down. By the time he had righted himself, they were underneath the storm cloud. But still plummeting towards the mountains. 

Everypony in the chariot was getting panicky as the ground got closer, except for Fluttershy and Nightshade. Who had just been holding a quiet conversation together. Thinking that he wouldn’t be shown up by the timid pegasus, he decided to try and calm down slightly. Though that went straight through the proverbial window when he glanced past them and saw that the ground was only a few meters away from them. 

Instead of crashing straight into the ground, Pitch and the other Seekers went straight through it. Before he could comprehend what he had seen the chariot followed the Seekers into apparent oblivion. 

Then straight into an underground tunnel.

Everyone sighed in relief as the chariot zipped along the well-lit tunnel. Haunt gave a small chuckle when she turned to see the ponies’ expression. The rhythmic beat of metal hooves on rock and the soft drip-drip of water were the only sounds whilst everypony came to grips with what had just happened and the chariot levelled itself out.

“Are you insane! We could have died!” Rainbow shouted from the back of the chariot. 

“No. Pitch has done this over a thousand times, he knows what he is doing,” Haunt replied calmly.

“You really scared Fluttershy!” Rainbow said after a few moments of thought. 

“Sshe wass perfectly fine Rainbow, I explained to her what would happen,” Nightshade said, looking at Fluttershy, who gave a small smile in thanks. “Anyway, sshe already knew.”

“Huh?” was Rainbows only response.

“Bat ponies, even though they don’t have control over magic like ponies do, can create illusions to hide the entrances to their caves,” Fluttershy said, turning to face Rainbow with a small smile on her face. “It’s quite fascinating, and I’ve never actually seen one before.”

After that, the chariot descended into relative quiet as the ponies chatted to each other and enjoyed the ride, even if the chariot did rattle and jump around a bit. 

_ 'Thanks Rainbow Dash, just forget the fact that I nearly died!’ _Starscream thought as the chariot sauntered on. _‘Hopefully we won’t have to spend THAT much more time in this dreary dimension.’ _

Glancing at Arcee and Bumblebee, he noticed that they seemed to be enjoying themselves. Arcee was sat chatting to Nightshade and Twilight, whilst watching Pinkie who had put her forelegs in the air. 

“Guys. I hope you like the loop-de-loop!” Haunt said as she beat the reins and the chariot picked up more speed. Before anyone could question what she meant, the chariot performed said loop-de-loop. Pinkie let out a cry of joy, and Bumblebee mimicked something similar in his beeps and tones, raising his forelegs in the air. 

As the chariot sped out of the loop-de-loop and banked round an alarmingly steep corner, it emerged into a large cavern. The track which the chariot was on ran around the edge of the cavern and into the distance, though a separate track branched off and headed to the cavern floor. Sat in the centre was a large lake, which seemingly glowed, giving light to the cavern. Surrounding the lake were a multitude of plants which similarly gave off an eerie green glow. Branching away from the outskirts of the cavern were multiple tunnels, which presumably led deeper into the mountains.

“Is that the mirror pool?” Pinkie asked, with her forelegs still in the air. 

“No, Pinkie. Whilst it is very similar, it doesn’t have any of its magical properties,” Haunt said, glancing at the pool before turning her attention back to the reins. Starscream, uncaring about what this mirror pool was, didn’t question it and continued to stare at the scenery. 

Continuing on its intended path, the chariot swiftly carried the ponies closer to their destination.

* * *

It didn’t take them long to reach the other side of the mountain range, and the remainder of the journey didn’t involve any concealed passageways or loops. This half of the castle looked exactly like her twin’s half. Even down to the layout of the interior, which contained similar war-torn decor.

“They used to make up one complete castle,” Haunt explained walking up the grand staircase after Twilight had asked. “There wasn’t always the Manganese Mountains, so there wasn’t anywhere for our family to store the storm clouds. Our great, great, great grandfather created the mountain range as a solution to this problem.

“However in doing this, he split the castle in two and completely destroyed the third tower which used to sit between the two remaining towers,” she concluded as they reached the throne room doors. Imprinted on the doors was the family’s coat of arms.

“Make yourselves at home, but don’t break anything. I’ll be with you in a moment,” Haunt said as she pushed open the big ornate doors. Revealing the same throne sat on a slightly raised platform as the one which was sat on the other side of the mountains. There were also pillars in here, like in Scar’s throne room, but they were much fewer in number, four at the front of the room and two near the back. 

The further back the room went, the higher the ceiling went until it levelled off somewhere behind the throne leaving a vague outline of where it was in the depths of the room. Along the wall to their right were a few paintings - depicting various scenes - which were guarded by a number of torches, as opposed to Scar’s candles. On the opposing wall to the left, thick black drapes ran along the full length of the wall, presumably hiding windows of some sort. Like in Scar’s throne room she also had two fire braziers, one in front of each arm of the throne. 

“Who dare’s-” ftzzzzzz “-intruders alert-” ftzzzzzz “-it’s my ice cream!” said a cloaked figure, each part of the sentence had been in a different voice. Looking around they found the source of the voice, a cloaked figure sat on the throne with its head bowed towards the floor. Hearing the sound of hooves approaching it, it raised its head, knocking it’s hood off in the process. 

Revealing the robot that they had seen in Scar’s throne room the day before. It’s once dead eyes now glowing a menacing yellow as it stared at the ‘intruders’. Standing up, the rest of the cloak fell off, revealing it’s still slightly damaged but patched up chest. 

“Ponies, this is HK-47, though you’ve actually already met,” Haunt said, seemingly calming the robot down when it realised who was there. Even though they had already met, the ponies were unwilling to overtake their host and travel further into the room than her. Though they couldn’t go back, as Nightshade had closed the doors behind them, after whispering something softly to Fluttershy.

Before any of them could act an ominous growl came from behind the throne, drawing everyone’s attention. Barely distinguishable in the dark depths of the top corner of the room, was a large spherical shaped object, which seemed to be being used as a nest by the creature which had made the noise.

Leaping down from the nest, it was still nothing more than a dark blurry outline until it made its way down to the more lit up area of the room. Perching on the back of the throne, with its tail wrapping around to the front and its wings outstretched, they were able to see the creature more clearly.

_ ‘Another dragon?’ _ Starscream thought, _ ’this crazy world is full of mythological creatures.’ _ Whilst scanning the group of ponies with crystal blue eyes, she (which Starscream presumed, as she looked more feminine than the other dragons) remained silently on the throne. Her entire body was a deep black, which glimmered in the torchlight, except for the tips of her wings which were dappled with deep blue markings. Her body was small and lithe, allowing her to balance easily on the throne without her white talons causing any damage, though she still seemed only slightly smaller than Draco and Brisingr. Wrapping around the throne, her tail seemed to double her length and ended in a small webbed fin.

Juxtaposing her body her wings were huge, with her wingspan seemingly double the length of her body. The edges of her wings were slightly folded, allowing her enough room to move her wings without the risk of clipping them on the sides of the room. Her head seemed large compared to the rest of her but not disproportionately so, and a series of increasingly smaller spikes made their way down her spine from her head to the fin on her tail. 

“Ponies this is Lily, my other lieutenant,” Haunt said, glancing at the ponies behind her, who seemed frozen in place, except for Nightshade and Fluttershy who knew what was going to happen. “Lily please come down from there, I think you’re scaring them,” she chuckled.

“Good to see you’re back,” Lily said from her perch, “how’s Brisingr and Draco?”

“They’re fine,” Haunt replied, to which she got a smile in response, revealing Lily’s large, sharp white teeth. Before she jumped gracefully to the ground and went to greet the new ponies, whilst Nightshade walked up to her leader, who was sat casually on her throne. 

“I thought that you ssaid you weren’t going to repair HK-47, that he was beyond repair,” Nightshade said looking at the robot with a hint of confusion.

“I did, but he came back online soon after I brought him home,” Haunt said, tapping the patch of metal on his chest as she continued. “So I repaired him the best I could in the limited time I had.”

“Did you fix hiss perssonality problem?” Nightshade said. 

“Statement: I can kick your flank any-” ftzzzzzz “-you worthless bug,” HK-47 said, locking eyes with Nightshade.

“No, it sseemss you’ve managed to make him more annoying.” Nightshade said.

After greeting the ponies, Lily flew back up to her nest, after saying that she would rather observe things from afar. Unsure of what to do, they began to look around the room, to pass the time until their host was ready to show them ‘what they were up against,’ as she had put it. Walking towards the back of the room, Starscream’s curiosity was grabbed by a strange mosaic on the back wall behind the throne.

“Starscream, don’t touch anything back there,” Haunt called back to him, whilst messing with the control panel which was in the arm of her throne. Starscream glared at the floor, scowling silently at the comment. _ ‘I, Lord Starscream, will not be treated like some common pony, it’s not like I would damage anything back here. Incompetent princess,’ _he thought as he got closer to the mosaic.

Stepping closer, he noticed that the mosaic was made out of pieces of metal, rather than the more traditional small squares of tile. Staring intently at it, he couldn’t make out what creature was depicted in it. Though he got the feeling that it was from his distant past, but due to all the aeons of conflict the memory seemed buried and forgotten in the war and chaos. 

Reaching out he placed his hoof onto the flat piece of metal which surrounded the beast, where he rested it for a few moments. With the memory seemingly too deeply buried, he pulled his hoof away, ashamed that he was defeated by his own mind.

Its red eyes flashed crimson.

Its hands on the ends of it’s two small arms twitched. 

Its thick tail that ended in a sharp point shuddered in its position in front of its two legs which were attached to large feet with two toes on the front which seemed to be flexing.

“Oh scrap,” Starscream muttered, backing slowly away from the beast, with his wings down against his back and his ears down against his head. The memory suddenly clear in his mind.

Roaring to life, the beast followed through with the curve that the mosaic had put it in and, lunging forward, snapped its massive jaws shut mere inches away from Starscream’s head. Rearing back as if taking in a deep breath, it then lunged forward once more. This time leaving its jaws wide open.

Breathing a torrent of bright orange flame straight towards him.


	9. Chapter 9

Ducking under the torrent of orange flame, Starscream covered his eyes with his hooves, praying silently to Primus. Shooting over the pony that was cowering in front of the beast, the flames hit the throne, and then cascaded to the ceiling. 

When Starscream thought the temperature had decreased, he slowly moved his hooves and glanced upwards towards the beast. Which was glaring down at him. Frozen to the spot, he began mumbling incomprehensible mutterings about the ‘War’ and ‘Cybertron’ and ‘experiments’.

“Starscream run!” Rainbow shouted, from beside the throne where she and the rest of the ponies were stood, hopefully out of range of the beast. Jarring him to his senses, the shout made him leap to his hooves and gallop towards the others. 

He reached the group and stood there for a few moments, his head and wings drooping towards the floor while he was taking deep breaths and trying to calm his nerves. Which was slightly working until he smelled something burning. 

“AH! Ahhhhhhh!” Starscream screamed as he looked up to find his red spike of hair in his mane to now have a flickering flame on its tip. Using his hooves beat out the fire, he momentarily forgot that he needed to use said hooves to keep him from falling over. Panicking as he fell, he quickly flapped his wings. Slowing and stopping himself just before his snout hit the floor. 

***Stomp***

***Stomp***

***Stomp***

Standing back up and turning around, he saw that the metal beast had begun to follow him. It’s glowing red eyes were locked on its prey; which Starscream thought was him. 

Halfway to the throne, the beast stopped. And growled. Before turning its gaze towards the other side of the throne, where Haunt was now walking towards it. 

“Haunt! Keep back!” Twilight said, a worried expression on her face though she didn’t make any move to stop her. Seemingly ignorant of the comment, Haunt continued walking towards the beast. Which in return, continued to growl at her.

“Stop scaring them you big brute!,” Haunt said as she approached the beast, with a big grin on her face. To the amazement of Starscream and the other guests, the beast did as he was told. Then also lowered his head so that she could reach it. Knowing that they weren’t going to be attacked, they relaxed slightly. But none of them were willing to go forward. Which had been suggested by Haunt after she had started stroking the beast’s head. 

Taking a deep breath, Fluttershy moved away from the group. 

“Fluttershy! What are you doing?” Twilight asked as she walked towards the group.

“Proving that I’m not a scaredy-cat,” she said as she reached the beast and copied how Haunt was stroking his head. “What’s his name?” she asked quietly.

“His name is Grimmy,” Haunt said, smiling at the pegasus. “Though you three probably know him as Grimlock,” she continued, turning to look at Arcee, Bumblebee and Starscream.

“That’s what happened to him?” Arcee said as she and Bumblebee started forwards, their trepidation gone and now replaced with smiles. “Nobody had seen him since the space bridge exploded.”

However Starscream didn’t share their excitement. Remembering his tainted past, he considered fleeing from the room, before he realised that would mean he could never make it home. 

_ ‘Unless I change my approach...’  _ S tarscream thought to himself whilst eyeing Grimmy carefully.

“While he may look like your Grimlock, Grimmy is unfortunately nothing more than a replica of the original,” Haunt said which prompted a sigh of relief from Starscream. “Sorry to disappoint,” she continued when she noticed two crestfallen faces.

“But how were you able to see through to their dimension?” Twilight asked, her curiosity overcoming her fear as she stepped closer. “It doesn’t seem physically, or magically possible.”

“Ha, Twilight. Magic doesn’t exist,” Starscream said moving to stand next to her, through the confused comments of the others. “I thought even one as intellectually capable as yourself would know that?”

“What? This entire world is built upon magic. From moving the sun and moon to each pegasus being able to fly,” Twilight said turning to face him. “How can you say it doesn’t exist when you have seen it yourself?”

“I... um. Was distracted by *ahem* other matters, and having telepathy doesn’t mean magic exists,” Starscream said glancing around whilst he tried to think. “But you can clearly see that these machines are created by science, not magic voodoo,” he continued pointing his hoof towards Grimmy. 

“Statement: you’re wrong meatbag,” said HK-47 from the other side of the throne. Immediately afterwards, there was a resonant metallic thud from the same origin, as if a pony, or changeling, had just bucked the robot in the chest. Followed hushed mutterings about ‘manners’ and ‘decorum.’

“Wha..?” was the reply from Starscream, as he placed his hoof back on the ground and looked at Haunt quizzically, who was still laughing at the commotion from the other side of the throne. 

“HK-47, though... misguided, is correct,” Haunt said as she and Fluttershy stopped petting Grimmy’s head. He then proceeded to stand up straight whilst Haunt motioned to Fluttershy to stand back. “These machines were created by magic.”

Before Starscream could react, Haunt’s horn lit up with a purple aura and a beam of light shot towards Grimmy’s chest. For Starscream, looking at Grimmy was like looking into the dark chapters of his history. Though there were a few differences that assured Starscream that he wasn’t going insane. Mainly, Grimmy seemed sleeker and less ‘blocky’ than his counterpart, with longer arms which ended with an extra finger on each hand. 

Also instead of the thick gold plates which lined the base of Grimlock’s neck, there was a thin band of gold (almost like a collar) which had a purple jewel embedded in it, above the center of his chest. There a thin line showed where two metal plates - which made up part of his torso - joined together. 

The purple beam hit the jewel, leaving it faintly glowing when the beam subsided and stopped. After a moment of it glowing, a metallic whirring sound started up, and the plates that built up his chest split apart at the thin line and folded to his sides. Revealing the chaotic gears and mechanisms which built up the inside of the robot. At the centre of the sprawling chaos, there was a small chamber - which reminded Starscream of a spark chamber from his own dimension. It appeared as if this chamber was connected to every other part of the robot, but Starscream wasn’t able to follow any given wire for long. Inside the chamber was a shard of purple crystal, exactly like the shard on Haunt’s cutie mark, which pulsed with light every few seconds. 

“That shard powers Grimmy. And all of my creations are powered by a similar shard. Each one is powered by a large magical charge,” Haunt said motioning towards the crystal with her hoof. 

“I’ve never seen a crystal like that before!” Rarity said moving forward for a closer look. “It would look lovely on a dress. Where did you find it darling?”

“That shard was given to me as a gift by Megatronus. Though I’ve since managed to find a small chunk. Though I fear that there is no more to be found, as it is a very rare crystal.”

“Oh, well where did you find that chunk. I’m sure I could go and have a look around myself.”

“Well I would advise not going there. The place lies to the south across the sea, in the heart of dragon country.”   
  
“Actually, I think it would be such a waste to use such a rare jewel on such a mundane thing as a dress,” Rarity said, ending the conversation and moving back to stand by her friends.

“See Starscream. Magic is proven to exist,” Twilight said, as Haunt closed up the panels on Grimmy’s chest. 

“Well I still don’t think it exists,” Starscream said, before going to stand away from the group next to the long line of curtains on the wall.

“Don’t worry about him,” Arcee said before Twilight could go after him. “He’s a scientist and like most scientists he... he doesn’t believe in what most would call supernatural.”

“Ah,” Twilight and Haunt said simultaneously. Before Haunt continued in a more serious tone, “though I would keep that information away from certain... ponies.”

“Right! Let’s get on with why we are here,” she said in a more cheerful tone before anyone could ask her what she meant.

Trotting round to her throne she began to mess with the controls in the arm of it. Before pulling off a side panel and rummaging with the mass of wires inside. With an exasperated sigh, she replaced the panel, before swiftly turning and kicking it with her back leg. Smiling when a soft beep was heard from the chair, she turned back to look at a green button that was now lit up.

“Ah, finally,” she said to herself before hitting the button. A low hum resonated around the room as the thick drapes groaned into life, starling Starscream and making him take a few steps backwards. 

“So why couldn’t we just move those curtains ourselves?” Rainbow asked, flying up to look at the curtains. 

“Because Rainbow, they were created with woven strands of osmium,” Haunt said watching as Rainbow tried, and failed, to move one curtain further along its track. “Osmium is the densest, stable naturally occurring metal known. And before you ask, they’re immune to magic.”

The guests had gathered closer to the curtains, but were unable to see anything at the moment due to the sudden influx of sunlight into the room. From what they could see, they could tell that the wall was split into two large windows, separated by a small section of brick in the centre of the wall. The windows were also flanked on either side by sections of brick, and these three sections were where the curtains finally rested. 

Eventually, their eyes adjusted enough so that they were able to see outside clearly, without them having to shield their faces. As they took in the scene before them most of the guests exclaimed gasps of horror, with others merely dropping their ears flat against their heads and taking a step backwards. Though Arcee and Bumblebee, like Starscream, weren’t affected by the scene in front of them. As they were used to the side effects of war.

Below the castle the mountain fell away steeply towards a lush forest below, which stretched for miles to the west of the castle into the distance. It also continued for a short distance east, before it turned into the small grassy plains which then merged into the sea, after changing into a sandy beach.

The coastline zigzagged north for around 30 miles until it marked the eastern border of Manehatten. Surrounding the south of the city was a large expanse of brown/yellow ground, which Starscream managed to make out as some sort of dessert. Everypony’s attention was drawn towards the city. Though it wasn’t due to the environmental features.

The city was in ruins.

Great plumes of smoke rose from various points in the city. Either billowing out of the side of a building, or emerging from the shattered remains of a skyscraper. In the windows of some of the larger buildings they were able to make out the flickering pattern of flames. 

“Oh my!” Rarity said “This... is... My whatever happened to all the ponies who lived there? How many of them...?”

“None,  _ Queen Olethron _ seemed to only want to conquer the city, not destroy it,” Haunt said, sneering at her mother’s name. “Her army created a panic, spread through the city and then let everypony leave. They are either staying with friends or family in other parts of Equestria or taking sanctuary within Baltimare.”

“Why?” Rainbow asked. 

“I don’t know. Though I do know that she has turned the town hall into her new headquarters. But none of my scouts can get close enough to the city to find out anything else.” Haunt said whilst using her magic to summon enough cushions for all of them to sit on, and sat down on her own at the base of her throne. 

“How long has it been like that?” Twilight asked, walking away from the window and taking a seat on one of the cushions. 

“Probably a little over a month,” Nightshade said, sitting on a cushion opposite Twilight.

“What!” Rainbow said, leaping into the air and flying over to Haunt. “Then how come the rest of Equestria, or Princess Celestia doesn’t know about this?”

“Because we can handle this on our own,” Haunt replied curtly, which managed to stop the conversation for a while. 

Eventually, everypony came and sat on one of the cushions which were strewn in front of the throne. Though HK-47 decided to sit on the floor next to the throne slightly behind Haunt.

“Wait, I thought that you said that they came from the Badlands?” Twilight asked, breaking the silence.

“Yes”

“But the Badlands are to the south, how come they attacked Manehatten, which is to the north?” Twilight continued, looking at Haunt.

“We think that there is an underground tunnel, which runs under the sea from the Badlands all the way to Manehatten,” Haunt said, before turning to stroke Grimmy. Who had laid down, with his body curving around the throne on the other side to HK-47 and his head now next to Haunt’s cushion. “The ponies who fled the city told us of a large hole opening up in the city, and the army pouring out of it.”

The sombre mood quieted the conversation again, and despite the light streaming through the windows, made the room seem cold and dark.

“Right!” Haunt exclaimed, jumping to her hooves and startling everypony in the room. “Sod this ‘doom and gloom’, how about dinner!” 

* * *

They’d eaten dinner in a room that was almost identical to the dining room in Scar’s half of the castle, except this one had slightly different paintings, and there was no pony vs changeling battle going on inside it.

Wishing to get them back to their accommodation before nightfall, they were swiftly re-directed towards the chariot and were currently speeding through the air. Their take-off was more ‘normal’ than before, though Starscream wasn’t sure that being carried around in a flying chariot was exactly normal. 

They were currently flying over the dense forest that was to the west of the view from the window, and if Starscream turned around and strained his eyes he could just make out the distant plumes of smoke which indicated the destroyed city.

“What’s the big deal with that damaged city?” Starscream asked Rainbow quietly, thinking that the other ponies might be offended by his questions. He thought Rainbow would be less so, as she seemed to have been the least upset in the throne room. But he had also noticed that she tended to be the loudest of the group.

“The big deal!” Rainbow exclaimed, though she seemed to understand why Starscream had lowered his voice and copied him. “This sort of thing doesn’t happen here, we’re supposed to be a peaceful nation. 

“Granted we’ve had our fair share of battles, though they were sorted out relatively simply and none of them resulted in damage on this kind of scale,” Rainbow continued, keeping her voice low enough so that no one else could hear it over the conversations the other ponies were having. “Though it would be kinda awesome if stuff like this happened more often.”

Thinking, Starscream let the back row fall into silence again. Until his thoughts were interrupted by a tap on his shoulder. “Mmhm, what?” he asked as Rainbow got his attention by waving her hoof in front of his face.

“How come you didn’t seem to be affected by the city?” Rainbow asked, a confused look on her face. 

“Oh, well in our dimension, we were - and still are in fact - at war. Our planet was almost destroyed by it,” Starscream said turning to look at Rainbow to check that she hadn’t gotten bored with him saying so many words. However, she seemed to have guessed what he was thinking and was glaring at him, urging him to get on with the tale. “So scenes much like that were a common day occurrence.

“However, if Megatron had decided to attack a city, I doubt there would be any survivors,” Starscream continued. “Which makes me wonder...”

“Wonder what?”

“Oh nothing. Just thinking aloud,” Starscream said, before returning to his thoughts.  _ ‘It makes me wonder why he would want to come to a place like this?’ _ he wondered silently to himself without being interrupted, as Rainbow was busy admiring the view. As he lost himself to his thoughts he absentmindedly watched a small black bug which was clinging onto the inside of the chariot. It soon lost its grip and flew away not long after he had begun to look at it. 

Eventually, the chariot slowed, signalling their descent. Jolted out of his thoughts, he glanced around the chariot, but there didn’t seem to be anything of significance around them in the nearby forest. The most notable thing being a lighter patch of green amongst the usual dark green trees. The forest didn’t seem as menacing as the trees that surrounded the outskirts of Ponyville. But Starscream sensed that there was something ominous about them, it felt like a bad feeling. As if there was something stalking in the shadows, or creeping through the trees. 

It made Starscream involuntary shudder.

Noticing this, Laserbeak gave out a cry which seemed to Starscream to be a mocking laugh. Though he could do nothing but glare at him, as he was perched on Fluttershy’s shoulder, towards the front of the chariot. 

The chariot began to spiral as it started its descent, and its speed began to decrease more dramatically. By now Starscream could tell that the chariot was indeed heading for the patch of lighter green. Which upon closer inspection revealed itself to be a small clearing, just large enough to accommodate the chariot.

Once they had stopped spiraling and they had lined up with the clearing, Haunt pulled the lever which swapped the skis for wheels. Landing the chariot wasn’t as smooth as it had been at the castle, the uneven surface making the chariot bounce up and down slightly as landed. So much so that Starscream would have been catapulted out of the chariot, if he had not grabbed hold of the side before their landing.

Instead of stopping, like Starscream thought they would, the chariot maintained a steady speed as they passed through the trees at the end of the clearing. Due to the almost chaotic nature of the forest, they were forced to take a more leisurely speed, though it couldn’t exactly be called slow.

As far as Starscream could tell, there was no path that they were following. But the Seekers seemed to be able to navigate a twisting path through the trees with ease. Starscream glanced behind him, but the clearing they had landed in was already out of sight. Turning back around, he quickly ducked under a stray tree branch that was lower than the rest, and probably would have knocked him out of the chariot. So he decided that it would be safer if he crouched and kept his head below the top of the chariot.

The further they travelled into the forest, the darker it seemed to become. And it seemed to be getting cooler. The absence of the sun’s light due to the trees making the ponies’ breath come out in little clouds of condensation. They travelled through the forest without any change, but after a few minutes, Starscream thought he saw something move out of the corner of his eye. Like a fleeting shadow. But when he turned to look, there was nothing there. So he just dismissed it as his mind playing tricks on him.

Gradually the ground started to slope downwards for a few meters, before it started to level out again and the trees began to thin. Though it didn’t seem to be getting any lighter. Eventually, the trees stopped completely, forming a much larger clearing than they were in before. Far above them the leaves from various trees interlocked, creating a kind of natural ceiling.

However, this clearing wasn’t empty like the previous one. 

A few meters into the clearing, the ground changed from grass to ancient stone, making the Seekers hooves clip loudly as they walked onto it. This continued for about 10 meters until it hit the side of the pyramid which was sat in the centre of the clearing. 

The pyramid reminded Starscream of the ones he had seen on Earth (in someplace called Egypt), though this one was a dark grey instead of sandstone, and was topped by a flat platform with ruined pillars in each corner instead of a point. The top of the pyramid was about 25 meters up and was reached by using the stairs which ran up the front starting on either side of the doorway before joining above it.

Taking up almost half of the front side, the door was huge and covered with intricate patterns and long-forgotten languages. It probably weighed a ton as it seemed to be made out of two solid stone slabs which slide open from the centre of the doorway. Though luckily for them the door was slightly open, creating a (comparatively) small gap which was large enough for three ponies to walk abreast.

“Wow,” Rainbow said, jumping into the air as the chariot stopped in front of the doorway. “This place would be perfect for a Daring Doo book, it’s huge!”

“Well actually, thiss iss only half the pyramid,” Nightshade said whilst making her way out of the chariot. “You’re sstanding on the other half.” 

“Awesome!” Rainbow exclaimed, before doing a lap around the pyramid and landing next to the chariot. “So when are we going inside?”

“Actually, you’re not,” Haunt said, jumping out of the chariot to follow her lieutenant, who was now standing next to the opening in the door. 

“What!” was the combined response from the ponies in the chariot.

“We’ve spent too much time here already. The forest becomes treacherous to navigate at night, and that's to say nothing of its inhabitants,” Haunt said who was now checking on the Seekers. 

“And we didn’t pick this place to store a powerful artefact because the scenery was nice. The inhabitants of the pyramid... don’t take too kindly to strangers,” she continued, walking to join Nightshade by the door. “So we are going to go in and talk to them, and then come and fetch you,” she added before one of them could ask why they were brought along. 

“Wait, didn’t you say that the forest has dangerous inhabitants?” Rarity asked, looking warily at the tree line. 

“Don’t worry, the creatures of the forest don’t go past the tree line. Just stay near the chariot and you will be fine,” Haunt said as she followed Nightshade into the dark interior of the pyramid.

* * *

“Gah! We’ve been out here for ages!” Rainbow almost shouted. She was sprawled upside down on the back row, forcing Starscream to move forward to Nightshade’s vacant seat. 

“Rainbow, it’s been five minutes,” said Twilight, who was much more interested in the controls at the front of the chariot than in her surroundings. Though she didn’t dare touch anything after she had seen what had happened in the throne room.

“Ahh! I can’t take this anymore,” Rainbow said jumping out of the chariot and standing in front of the door, all in one swift motion. “I say we go have a look for ourselves.”

“But Rainbow, Haunt said to wait here,” Fluttershy said from next to the Seekers, as she had been talking softly to Pitch and the others, who were now lying down. 

“You said you wanted to prove you’re not a scaredy-cat. Well this is the best way to prove it,” Rainbow said, turning to look at her friends.

“Yeah, but I didn’t want to prove that I was suicidal - by going into a dark scary pyramid, filled with possibly dangerous inhabitants, in the middle of a creepy forest, that does have dangerous creatures in it,” Fluttershy said as she walked towards her friend. 

“Well I’m going in, even if none of you are,” Rainbow said, taking a step towards the pyramid.

“Well, if you are so adamant and there is no chance we can change your mind, we may as well come in with you,” Rarity said, getting out of the chariot and joining the two pegasi. “Just so we can stop you getting into too much trouble.”

“Okay then, let’s go,” Twilight said, taking her eyes off the controls and getting out of the chariot, followed by the other ponies. She stood at the front of the group, before tentatively taking the first step into the dark interior of the pyramid. 

The interior wasn’t pitch black, as Starscream had presumed, as there was enough light from the doorway to allow the ponies to see where they were going for the first few paces. After they were too far down the corridor for the light from outside to reach them, weird lighting fixtures, that gave out a sickly green light were placed at regular intervals. Which gave them just enough light to see by. Though it was still dark.

The walls of the corridor were covered in the same strange patterns and languages, though partway down there was a large carved circular mural which contained two strange creatures - which Starscream hadn’t seen on this planet or Earth - which seemed to be fighting each other. Before he could stop to work out what it meant the group moved on, so he couldn’t stop, or he would be left behind. Which he was not going to let happen. Not much further down the corridor the walls slowly changed into a strange black substance that looked like strange webbing, that was arranged in random patterns. 

“Oh my. Whoever lives here seriously needs to redecorate,” Rarity said, whilst trying to dodge a section of it that was on the floor. Not long after that, they hit a junction where the corridor split off into three.

“So, which way do we go?” Arcee asked, looking at the choices ahead of them. 

“I say we split up, we can cover more ground that way,” Rainbow said, which made Twilight facehoof. 

“The one thing you shouldn’t do in a dark, scary pyramid is split up,” Twilight said, looking down each of the new corridors and then at the group of ponies around her. “I read a book about it... Fluttershy are you okay?”

Everybody’s attention was immediately drawn to Fluttershy, who was stood frozen in the centre of the corridor, seemingly staring intently at a wall but it looked more like she was looking through it. 

“I... I can hear them. Hear them talking,” Fluttershy said.

“You can probably hear Haunt and Nightshade, where are they?” Starscream asked. 

“No, it’s not those two. I can hear others.” 

“Okay... how many others?” Twilight asked as she and the rest of the group started looking around and taking a few steps backwards towards the entrance.

“I’m not sure. A few hundred at least,” Fluttershy said before she noticed that the others were slowly backing away and copied them. Though after a few steps they stopped and started listening to the silence of the pyramid.

“Okay, I think we’re all overreacting slightly,” Twilight said after taking a deep breath. “We knew there were creatures in the pyramid. And so far nothing has attacked u-” was all she was able to say before she was interrupted. 

***AH-CHOO***

Bumblebee sneezed, startling Starscream into backpedalling quickly, and tripping over something so that he was now lying on his back. Looking towards his hooves, he distinctly remembered there wasn’t anything that he could have tripped over before - because he probably would have done the first time.  And now, instead of a piece of webbing or similar object that he could have tripped over, there was nothing. In his confusion, he tilted his head and looked slightly to his side. Where he caught a vague glimpse of a tail-like appendage dart behind him.

Turning to see what the commotion was, the group gasped as they saw Starscream. Though none of them made a move to help him.

“*Sigh* It’s behind me. Isn’t it,” Starscream said before a drop of saliva fell on his forehead. 

Looking up, he saw a mouth full of piercing white teeth, which seemed to glow in stark contrast to the dark surroundings. Inside that, he could just make out a smaller inner mouth which it seemed to have instead of its tongue.

“Oh scrap, not again!” he said, as he covered his eyes with his hooves and the creature hissed loudly at him.


	10. Chapter 10

Tentatively, after several minutes of not experiencing an excruciating death, Starscream lifted his hooves off of his face. 

“Shouldn’t we go and help him,” Rarity asked from further down the corridor, drawing Starscream’s attention to the group.

“Nah. I think he’s managing okay on his own, I say we should leave him be,” Arcee said, eyeing the creature warily. Noticing where she was looking, Starscream remembered why he was on the floor in the first place.

Looking up, the creature was still looking down at him. Well, he guessed it was looking at him, as it didn’t seem to have any discernible eyes, as all he could see was the beginning of a long cylindrical domed head. It had closed its mouth and now tilted its head in apparent puzzlement. 

Placing his hooves at his sides as he thought he wouldn’t be attacked, he let out a sigh of relief. Which was cut off by a loud hiss from the creature, as it lunged forward. Mouth open. It’s inner jaw shooting out towards him. 

“Ahh!” Starscream cried, before rolling out of the way. Just missing the tongue that made a deep dent in the floor where his head was moments before. Spitting out pieces of stone, it retracted the tongue and closed its mouth with a disgruntled hiss. 

Raising up to its full height standing on its back legs, it towered over him being nearly double his height. Looking up at the creature Starscream slightly unfurled his wings, not that he thought that they would be much use to him. 

Letting out a snarl-like hiss, it raised one of its taloned hands in preparation to strike. Though before it could, its attention was taken away from Starscream. Following its gaze, he looked towards the group of ponies behind him. Who still hadn’t helped him.

After a moment of confusion, he turned back to the creature. Which was now looking at the ceiling. Turning his head again, he caught a glimpse of something running across the ceiling. Like a shadow. Before he could cry out a warning to the others, the shadow passed over them. Jumped off the ceiling. And collided with the creature. Sending them rolling further down the corridor. 

Standing, Starscream saw that the creature was now on it’s back. With the new creature standing over it, hissing angrily. After a final angry snarl the newcomer let the creature up and it promptly jumped onto the wall and curled up. It disappeared from Starscream’s view, and he then realised how they must have walked past it.

However, the other creature didn’t go anywhere. Merely standing a few paces away from Starscream on all four legs. It seemed to be the same species as the other creature, as they shared their design and dark blue/black colouration. But there were a few differences.

It had the same skeletal, biomechanical appearance and reminded Starscream more of humans than ponies. They seemed to be bipedal in form, but they also seemed perfectly fine adopting a quadrupedal stance. Out of their backs were four strange tubes - almost like dorsal tubes, and they both had thick, segmented, blade-tipped tails. They both had a long cylindrical domed head, but whereas the first one had a completely smooth head. This one had a strange ridged pattern that started partway along. The most distinguishing feature was the large number six branded onto the front of its head. 

Hearing somepony walking up behind him, Starscream turned to see Fluttershy walking towards him and the creature. Ignoring the cries of protest from her friends, she walked closer to the creature. 

“Hello Six,” Fluttershy said, as she reached the creature. “Thankyou for saving Starscream. We’re very grateful.”

Six only looked at her, before walking towards the other ponies. Who promptly parted to the sides of the corridor to let it pass. Fluttershy followed it until she noticed that her friends were not.

“She wants us to follow,” Fluttershy said. “She is going to lead us to Haunt and Nightshade,” she continued, which was followed by a series of beeps from Bumblebee.

“Bee’s right, what if it’s leading us into a trap?” Arcee said, looking at the others for her answer. 

“Fluttershy can talk to animals, and I’m guessing this creature,” Twilight said, as she began to follow her friend. “I’m sure she knows what she’s doing.”

Grudgingly, Arcee and Bumblebee followed the group, and they were silent as they walked through the winding maze of corridors. Laserbeak flew onto Starscream’s open wing. Pecking him on the ear when he didn’t acknowledge him. 

Turning his head to the phoenix, he stroked his chest with a hoof before returning to his thoughts. They seemed to be walking for ages, multiple times they were led down a ramp or set of stairs. Making Starscream think that they were getting close to the heart of the pyramid. 

Eventually, the weird green lights were replaced with silver fixtures, which gave out a slightly brighter, but still strange golden light. Shortly after this change, the corridor opened out into a large chamber which was slightly shorter in length to Celestia’s throne room but was also much wider.

Unlike the corridors, the walls of the chamber weren’t covered in the strange webbing, but in the intricate patterns matching those on the outside of the pyramid. Spanning the length of the wall to his left was a mural, - which Starscream decided he wouldn’t touch - that depicted what seemed to be a war between the creatures and a strange bipedal race, which seemed to always wear a mask.

The wall to his right presumably depicted a similar mural, but it was ravaged by time. And seemingly the creatures as well, going by the large number of claw marks along it. The back wall was practically bare in comparison, it only seemed to have a bunch of horizontal lines running across it, but the strange lighting wasn’t helping Starscream’s vision much.

Dotted around the room were small square holes, almost like air vents. He had seen them dotted around the corridors they had walked through (well he thought he had due to the low light), but he couldn’t tell what they were for. He had also kept getting the sense that he was being watched, but he hadn’t seen any more of the creatures.

In the centre of the room was a large pedestal, with a statue atop it (much like the statues in the Canterlot Gardens, but Starscream had never been so wouldn’t notice the similarity). The statue looked like one of the creatures, only one much, much larger. As it was over triple their size, but still didn’t manage to reach the ceiling that was high above them.

Unlike the others, the statue had a large crest on its head, extending backwards from its skull. It had larger tubes on it’s back, which looked more like spikes than tubes. Though the statue had six of them instead of the usual four, and an extra pair of arms, which were slightly smaller than the original pair and sat on its chest. 

The statue looked like the creature was frozen mid-battle. It was stood on its back legs, with one of its hands partially raised as if for an attack. Whilst its tail was curved around the front of its legs, in either an attempt at defence or in preparation to knock someone away.

Its mouth was open in a snarl, as it looked down on it’s would-be prey.

The statue seemed to radiate a sense of royalty, emphasised by Six inclining her head towards it as she moved past. 

In front of the statue was a much smaller pedestal, which gave out a dark purple light. But before Starscream could get a good look at it, he ran into the back of Arcee. 

“What the...” he said as he stood back up. Looking ahead he noticed that Fluttershy had stopped following Six, so the others had followed her example, and they were now stood next to the statue. Fluttershy was presumably acting under instructions from Six, who was now walking up the wall ahead of them. Which, now that they were closer, Starscream realised were stairs. These led to a raised platform, like the ones in the other throne rooms, but this one was much higher than those. 

Realising where he was standing, he glanced up at the statue that was on his right. Gulping, he took a few steps away from it.

“Fluttershy, what are we doing?” Twilight asked, looking around the room before her gaze fell on her friend.

“Six said we should wait here,” Fluttershy said, turning to her friend.

“But we said you should wait outside,” Haunt said, as she appeared over the top of the stairs. A stern expression on her face, which was soon replaced by a smile when she saw that they had made it there in one piece. 

“But isn’t it better to ask forgiveness than permission?” Pinkie said, tapping her hoof on her head. “Or is it, isn’t it better to ask for cupcakes than potatoes?”

“Now that, is a good question,” said a voice that came from over behind Haunt. Beckoning with her hoof for them to follow her, Haunt started walking towards the voice. And the group quickly followed her.

Reaching the top of the stairs, they saw that the platform stretched for nearly half the length of the room again, though it could have been longer, as the back wall of it was shrouded in darkness. The walls to the sides mirrored the other walls in the chamber, though they depicted different scenes. 

Haunt had now moved to go and stand next to Nightshade, who was about halfway along the platform. A few paces behind them, in the centre of the platform was a structure which resembled a strange-looking throne. It was made out of a dark blue metal, which seemed to absorb light instead of reflecting it. 

The structure started on the ground as a large square, which decreased in size as it curved upwards. On the front were three steps, made out of what appeared to be red-tinged flames of the metal. These folded over the top of the steps and created the seat of the throne. On the two sides, the flames continued up for a while, before curving over themselves to create the arms. The back of the throne curved upwards in strange shapes, with strands of red that flickered across it leaving the impression of a dancing flame in the darkness, instead of a throne. It hurt Starscream’s eyes to look at it for too long.

Averting his gaze, he instead looked at the pony who was sat in it. Though he wasn’t sure if it could be classed as a pony. It had the body of a pony, which had a dark blue/green coat, and it looked female. But after that, things seemed to get less than normal.

She had a normal snout like a pony, but above that was the domed head and a smaller crest than the statue possessed, which replaced the top half of her face. Protruding out of her back were the same four tubes that Six had, and a segmented, blade-tipped tail was curled around her. Which reminded Starscream of Rarity’s cat, Opal-somethingorother. 

On both of her forelegs there was a dark grey wrist gauntlet, that contained weird symbols on its outer casing, and a number of small red lights. Sticking out of each gauntlet were two silver spikes, that ran from the bottom of the gauntlet to the tip of each hoof.

“Ponies, may I introduce Xena Rose,” Haunt said, looking at the ponies who had shuffled themselves into a line at the top of the stairs. “Ruler of - and in technicality princess of - the xenomorphs.” 

“Don’t even think about bowing,” Xena Rose said, nearly making Twilight fall in an attempt to stop the movement. “Haunt, you know I don’t like being called that.”

“Why wouldn’t you want to be called princess?” Rarity asked.

“A xenomorph princess is unnatural,” Xena Rose said. “It- I, shouldn’t exist. Hives are designed to be ruled by a Queen. But... due to stressed circumstances, ours is currently indisposed.”

“Indisposed?” said the group.

“You just walked past her,” Xena Rose said, which was responded by the group turning and looking at the statue. 

“How...?” the group asked, turning back towards Xena Rose.

“It’s a long story, and not, the reason you are here,” Xena Rose said, and it was quite unnerving to Starscream that the only part of her body that she moved when she spoke was her mouth, which revealed sharp teeth with each word. He didn’t even think she could see them, as her face was angled to the ground, and there was also the fact that she didn’t have eyes. “You came to check on the Requiem Void.”

“What,” Twilight asked. “Oh, is that the name of the device we came to look at? Where is it?” she continued, whilst casually looking around the platform for the device in question. But looking confused when she couldn’t see it. 

“You just walked past that as well,” Xena Rose said. 

“Oh,” she replied, before turning with the others to look at the device. 

“Right if you excusse me, I’m going to go check on the chariot,” Nightshade said, as she waved at the ponies and made her way out of the room. 

“Won’t she get lost?” Rainbow asked, her attention distracted from the Requiem Void, which she didn’t seem to be paying much attention to anyway. 

“Don’t worry Rainbow, she could walk these corridors blindfolded, she’ll be okay,” Haunt said. 

“It looks like the matrix of leadership,” Arcee said before the ponies asked her what that was. Starscream didn’t listen to the conversation after that. He just concentrated on the object on the pedestal in front of the statue.

Arcee was right, it did look like the matrix of leadership. Or, more correctly, the matrix of leadership if it belonged to a Decepticon. Or perhaps the Prime who became the original Decepticon?

It was the same design as the matrix of leadership, of a central sphere surrounded by two handles that connected to it at the top and bottom of the sphere. However, the crystal inside the Requiem Void was a dark purple, instead of light blue like the crystal in the matrix of leadership. 

The sphere itself was a dull black colour, with orange zig-zags running from the centre - where the crystal was - to the circumference. The handles were of the same dull black colour, but at each of the four corners were four spinning balls of presumably molten metal, which as they spun looked like mini globes of fire. 

“Right we’ve seen it lets go,” Starscream said, once all the group had turned back around. 

“But we can’t leave now. These xenomorphs are sooo cute, especially Grid,” Fluttershy, which drew everyone’s attention to her. She was off to the side of the group, curled up with a xenomorph who had a bright green grid pattern on his head. 

“We do need to leave, but we can wait a few minutes and we can still get back in time,” Haunt said, smiling at Fluttershy.

*Hmmf* was Starscream's response as he sat down. Some of the group followed his example, but others - mainly Rainbow and Twilight - decided to have a look around the room. 

“If you're so pressed for time, how come you brought everyone?” Xena Rose asked.

“I came to check on the Requiem Void, and they needed to see this,” Haunt said.

“No, you wanted to show off. To have an excuse to use your chariot,” Xena Rose said, making Haunt become really interested in the floor.

“It's got that bad huh?” Xena Rose continued when she didn't get an answer. “So bad that you came crawling to me for help.”

“She's building an army, and we don't have the forces to fight her,” Haunt said, after finally finding her voice.

“Why don't you ask Celestia for reinforcements? She'd be more than willing to help _you_,” Xena Rose continued, emphasising the last word with a hint of disdain.

“Me and Scar can handle this without outside help. And I fear there isn't enough time to contact her anyway. She's already set her plan in motion. Even decided on where she will fight.”

“How do you know that?”

“She placed a sign there,” Haunt said, still looking at the floor but sweeping her hoof over it. “Well..?” she asked after a few moments, looking back up at Xena Rose with a hopeful look in her eyes.

“You know I don’t want to risk losing them again,” Xena Rose replied slowly. 

“But if she wins, sh-” Haunt said, before she was interrupted a loud hiss like snarl.

Haunt took a step back and Starscream followed her gaze to Xena Rose, who was still sitting on her throne. Her tail was now arched menacingly towards them as if poised to strike. Nobody moved, and an even quieter hush fell on the room. 

“But. I am bored of sitting here doing nothing,” she continued as she sat back down. “So I am coming with you.”

“Great!” Haunt said, her eyes lighting up. The others in the room let out a sigh of relief. 

“But this doesn’t mean that my Xenos will help you in battle, I will send for them if the need arises,” Xena Rose said, as she stood up and stepped down from her seat. As she took a step forward, she began to change. The crest on her head shrunk into her head before disappearing altogether, to be replaced with a black mane that had bright green streaks in it. Green eyes emerged as the front of the domed head similarly disappeared. The tubes on her back also shrunk, leaving no sign of their existence. 

Starscream hadn’t noticed whilst she was sitting down, but she didn’t have a cutie mark. Though one now appeared - a black snake like creature with small arms loosely coiled around itself - on her now lighter turquoise coat. Raising up on her back legs by using her xenomorph tail for balance, she stretched and gave out a loud yawn.

“Right, lets go,” Xena Rose said, as Six came around the side of her throne and passed her a small brown saddlebag, which she swiftly put on after nodding thanks. “Six, you’re in charge. And this time, don’t let Steve guard the entrance, I don’t want any blood on the carpet when I get back.”

Smiling slightly at her morbid humour, she walked off the platform. As she walked, the rest of the group followed her, along with Grid, who walked next to Fluttershy. Though he didn’t leave the chamber with them. 

Taking an apparently random route, they ended up in the entrance corridor much quicker than they had done before. Grateful, everypony almost ran out of the corridor when they caught sight of sunlight. Though Xena Rose hesitated for a few moments on the precipice of the doorway. Before finally joining the others outside.

Whilst the others were excitedly chatting to each other as they waited for the chariot to arrive, Starscream looked around the clearing. To him, it looked strangely empty, though it hadn’t exactly been full before, it felt like something was missing. A sentiment seemingly shared by Haunt and Xena Rose, who both had a quizzical look on their faces.

“So, how long till the chariot gets here?” Rainbow asked, lounging in the air with her hooves behind her head. 

“It was never supposed to leave...” Haunt said, almost distractedly as she walked around the area the chariot was. Before looking up. 

Following her gaze, Starscream thought she was looking at the sun. Which was now significantly lower than it was before. Though a few moments later, he could hear a distant weird buzzing sound, accompanied by the distant sound of beating wings. A few moments later Nightshade and Pitch flew into the clearing.

“Where’s the chariot?” Rainbow asked as the group gathered round the newcomers.

“Not far, I think. We tracked it for about a mile, then the foresst openss out into a rocky plain,” Nightshade said. “I thought it would be best to fetch you before it getss dark.”

“Right, come on. We need to get out of the forest before it gets dark,” Haunt said, walking towards the edge of the clearing. “Which way?”  
  
“North east,” Nightshade said.

“Wait. You can’t possibly mean that we’re going to walk?” Rarity said, not following Haunt. “But you said the forest was dangerous.”

“Well it’s only going to get worse the longer we wait,” Haunt replied. “Or do you want to stay all night in the pyramid.”  
  
“I can tell my Xenos to not harm you, but I find it best to keep them away from temptation,” Xena Rose said. “And also, we don’t have any accommodation setup for ponies. So I believe you’ll be sleeping on the floor.”

“I think I need a break from this dreary forest, let us leave,” Rarity said, walking quickly to catch up with the group and exit the clearing. 

* * *

Everything looked the same. Starscream felt like he had walked the same stretch of forest a million times. The thick foliage blocked out the light. Leaving the ponies in a greenish twilight, with no sense of the time. Every so often, either Rainbow or Nightshade would fly up to the top of the canopy to check they were going the right way. Starscream had thought about attempting to help. But with his history of flying, he would probably cause more trouble. 

And he definitely didn’t want to run into one of the creatures that Haunt had talked about. He had heard them from time to time. And they didn’t sound friendly. They sounded like they could eat a failure like him in one bite.

_You’re not a failure, _said a strange voice.

“What?” Starscream said, before being quickly shushed before he could attract any monsters. Looking around, Starscream could only see the trees, ponies and a fine mist that covered the ground. 

_You’re not a failure Starscream, _the voice continued.

“Can anybody else hear voices?” Starscream asked much quieter than before, but he was still responded to by a harsh glare from Rainbow.

_They can’t hear me, they are weak, _the voice continued. Slowing up slightly Starscream moved to the back of the group. 

_You are destined for great things. Things Megatron could never offer you. But I can, _the voice continued, as the mist curled into weird shapes around his hooves.

_Join me, and I will get you home. And into the pace of power you deserve._

“How?” Starscream asked, keeping his voice so quiet that he could only just make out what he was saying.

_You will know when the time is right. _the voice concluded. At the same time a small bug, similar to the one in the chariot, landed on his wing. Repressing the urge to let out a - probably girlish - scream, he watched as it nodded at him then hid under his wing. 

Not long after this silent conversation, the trees started to thin, before suddenly opening out onto a flat grassy plain, that was dotted with numerous boulders. A good distance to their left there was a large ridge, signalling where the plain fell away to a much more rocky plateau below. On the horizon, they could just make out the columns of smoke coming from the city. Looking to their right, Starscream could see the glint of the chariot not too far away. Hearing the ponies around him exclaim about being out of the forest, he turned back towards them. Though he was puzzled why Fluttershy was frowning. Following her gaze, he saw that she was looking at Xena Rose, who had her hoof to her head and looked ill. 

Before any of the others could notice her distress, she let out an alarming hiss. Whilst practically falling into a sitting position, where she cradled her head in her hooves. 


	11. Chapter 11

“Oh my. Are you alright?” Fluttershy asked, darting towards Xena Rose who was sitting on the ground with her head still in her hooves. The others were standing still watching the scene before them silently, except for Haunt. Who was trying to calm Pitch, who had been startled by something.

Getting to her hooves, Xena Rose shook her head as if she was removing a bad memory. “Yes. I’m... Alright,” she said, though she still hadn’t opened her eyes. “Haunt, truth be told. I had no intention of joining this war,” she continued, looking towards Haunt, though she still had her eyes shut. “But now she’s made it personal. And nobody messes with my family.”

Taking a few steps forward, she turned and walked away from the group. Towards the large ridge to their left. 

“Erm, where’s she going?” Rainbow asked, watching the pony walk away. 

“Probably to beat up  _ mother  _ and get her xenomorph back,” Haunt said whilst still trying to calm down Pitch.

“I would never do anything so brash as that,” Xena Rose replied, but there was a hint of sarcasm to her tone.

“Rainbow, where are you going?” Twilight asked as she watched the pegasus fly in the direction Xena Rose was taking.

“Where does it look like I’m going? I want to see the fight,” Rainbow replied, which triggered a sigh from Twilight. 

“Rainbow, you can’t go. You might distract her from... erm... whatever.. She intends to do,” Twilight said grabbing Rainbows tail in her magic.

“Oh, I won’t mind if you watch,” Xena Rose said, from behind Starscream, where she definitely hadn’t been a second earlier. Startled, he leapt into the air, before quickly closing his wings to hide the bug hiding beneath them, thus plummeting back down again. “I thought you said he couldn’t fly? Anyway, just stay hidden behind those rocks.”

“Wait how did you know about that?” Arcee asked as Starscream landed ungracefully, but at least he was still on his hooves. “We haven’t talked about that since... we were at the pyramid.”

“Yep, I rather liked the bit about Daring Do - I might have to read those books,” Xena Rose said, once more walking towards the ridge. “It’s strange how nobody asked how I got over there. Oh well,” she continued quietly, almost to herself.

“Right, who wants to go watch?” Haunt said, to which Twilight and Rainbow replied that they did. “Okay, Nightshade take the others and get the chariot sorted.”

“AH- And me, I wanna go watch too,” Starscream said, taking the hint as the bug on his wing nipped him. Laserbeak landed gracefully the same wing, acting as aloof as usual. Starscream hoped he hadn’t seen the bug that was below it.

“Wait! I wanna watch too!” Pinkie exclaimed, bouncing towards them.

“No Pinkie, I think you’re more likely to throw a party than be quiet,” Twilight said. 

“But everypony deserves a party, and how can I throw one for her if I’m not near her?” Pinkie asked, bouncing around Twilight.

“But Pinkie,” Twilight said after Pinkie didn’t take the hint. “If you go, she will take Bob away from you.”

“She can’t have him!” Pinkie nearly shouted, pulling the jar which contained Bob out of her hair and gripping it protectively as she raced the group that was making its way towards the chariot.

When they reached the ridge Xena Rose was waiting for them, sitting behind a large pile of rocks which had a multitude of gaps that allowed the group to look through. Before they could ask her what she was going to do, she removed her bag and gauntlets on to the floor and disappeared around another pile of rocks and out of sight. 

* * *

I had no clue what to do... Haunt’s idea had sounded brilliant. But now less so, now that I was so close to her. Peering through a crack in the rock I was hiding behind, I could just make out what they were doing. 

Taunting my brother.

They weren’t talking now, but I had heard what they were saying. Harsh, terrible words that I tried to wipe from memory. Gloating words that stung like daggers and made my blood boil. 

I could hear the group of ponies that were attempting to be quiet. They were managing quite well, except for the occasional shuffling of hooves and the impatient whispers for quiet. They were a good distance from the Queen so they shouldn’t be seen, and they were too far away for anyone but me to hear. Though I would have preferred to not have an audience. 

Returning my attention back to my prey I watched them, hoping to come up with a brilliant idea. She sat there, all pompous and pretentious on a satin cushion. Whilst my brother was trapped in a metal cage at her feet. She had all the snobbery of a high-class unicorn, but the added royal-assery of being an alicorn - a trait not shared by any alicorn I knew - which was granted to her by her black dragon wings. 

Her coat matched her wings, being a dark grey that was almost black. Her mane and tail were only a few shades darker than the fashionista pony’s (who hadn’t liked the interior decor of my pyramid, rude), and they were long and flowing. Her eyes were a matching purple and were slit pupiled like a dragon’s, and framed behind golden glasses. 

Around her neck was a purple amulet, which held a shard of purple crystal. A velveteen golden cloak which glimmered in the fading sunlight covered her cutie mark and fastened with a thick piece of material below the amulet. 

Now, a plan was starting to form... A number of plans. Many of which depended on me weaponizing sponges and launching them at her. Though I didn’t have any on me. But then my plan was chosen for me.

“Mistress, I believe there is somepony behind that rock over there,” a second pony said as he walked from behind the cage. 

He was a cream unicorn, with a brown mane and tail that had a black and a white stripe in. His cutie mark was a service platter which had a quill on it. He had gold eyes, and wore a black suit, that stopped just short of covering his cutie mark.

Panicking, I ducked down further as I realized that part of my mane was sticking out over the rock.

“Now look what you’ve done Alfred,” she said pausing to probably glare at him, as he let out a sigh and murmured something about being called ‘Quill Brooks’ not ‘Alfred’. “Don’t worry, I won’t harm you,” she said to me, in a sweet voice that smelt of menace (but was otherwise undetectable).

Slowly, I peeked over my hiding spot. Cautious that I was going to be muderized by a laser beam to the face. 

Instead of instant death, I was greeted by a smile. A genuine ‘I’m-so-happy’ smile, rather than a ‘I-will-revel-in-your-death’ evil fake smile.

“That’s a good girl,” she said, sincerity creeping into her voice. “Don’t be afraid,” she continued, beckoning me to sit next to her on the plush cushion. Jumping from behind the rock, I trotted swiftly to the cushion. I pretended not to notice as her horn lit up with a blue aura and the cage was swiftly covered.

“Now, what is a filly like you doing out here at such a time?” she asked glancing at the sun that was now dangerously close to sunset. Whilst at the same time she wrapped me in the protective embrace of her wing. Her wings were cold and felt lifeless.

“I’m explowing!” I exclaimed, in a squeaky childish voice. “Mother said there was meanies out here, so I’m gonna fend them off,” I continued lifting my hooves to pretend to fight someone. The Queen laughed at my childish antics. 

“My, my, you must be a brave little one,” she said, rustling my mane. “Your exploring must be hard work, and you deserve a reward. Would you like some turkish delight?” she continued, summoning a silver box into existence.

“Turkwish Delight!” I exclaimed, almost jumping out of her embrace, and for once the statement was less of an act. Living in a pyramid in the middle of nowhere did have its downsides... And accessibility to sweets was one of them. I hadn’t had turkish delight in what felt like a thousand years. “Yes pwease!”

As she placed the box at my hooves I saw a small filly staring back at me. She had a light blue coat, and green eyes, Above that she had a black mane with green streaks in, and the tail was the same though it was plaited. She was staring intently up at me, and as I blinked she copied me. Then the Queen took the lid off the box and passed me a piece of turkish delight and my reflection vanished.

I hadn’t morphed into this form for ages, and it still felt weird not having a xenomorph tail. But I was thankful I had taken this precaution before coming down here. Otherwise this would have had a very different conclusion.

“What’s- ... -that?” I asked between glorious mouthfuls of the yummy sweet, only pausing slightly to point to the covered cage. Even though I was sat next to imminent danger, I couldn’t help but be happy.  _ This stuff is delicious! _

A hearty chuckle interrupted my pleasant thoughts, though the Queen didn’t seem to have heard it. As she was busy smiling at me as I devoured the sweets and had a thoughtful glint to her eyes, like she was deciding whether or not to show me. 

_ At least one of us is having fun, _ the deep voice continued, unbeknownst to the Queen sitting next to me. 

_ Well it’s your fault that we’re in this predicament, you ungrateful oaf! _ I replied silently.  _ Though I am starting to see the positive side to this. _

_ Oh. Haa, ha, ha. Just get me out of here and then I will get you some for your next birthday, _ the voice replied, with a hint of sarcasm and disdain.

_ You’d better get enough to fill the ‘Nostromo’ Raven, or I’ll send you to Canterlot in a pink fluffy tutu and a bow to buy me more. _ That made him shut up for a few moments, whilst he was obviously deciding his response. 

_ Anything, for our princess, _ he responded, nearly making me roar with outrage. And glad that this conversation was private from the rest of the hive. Because this couldn’t get any- 

I stopped that thought before I managed to jinx myself. Instead I ignored the smug emotions coming from Raven and concentrated back on my surroundings. Where we sat in a comfortable silence until I had stopped eating.

“So, you want to see what we’ve caught, little one?” She said, as she lifted the box away from me with her magic. Excitedly I started nodding, and out of the corner of my eye I saw Quill Brooks open his mouth to protest. Before he could begin, the box was shoved into his gaping mouth. Taking a few steps back, he left my field of view but I could still hear the exasperated gasp of breath as he pulled it out.

Ignoring him, I watched the Queen as her magic gripped the corners of the material that covered the cage. It was almost double her size, which was unsurprising considering the xenomorph it contained, but it still brought up the question as to why he hadn’t escaped by himself. 

Unceremoniously, she pulled the material off the cage. And - being still in character - I gasped as Raven was revealed. Though he was still partially hidden behind thick, blue-glowing bars of dark steel. 

He looked similar to my ordinary warriors, possessing the same domed head, though his had a line of spikes on top. And he was much larger - as he was closer to the size of a Queen - with a distinctive red-tinted, spiked exoskeleton. His face was badly scarred, giving him a more human appearance, due to the eye socket and nasal cavity prominent on his face. Along with a much more human jaw, though it was still as deadly. 

“Don’t be scared, it’s perfectly safe,” She said, mistaking my gasp as one of fear. “Those bars are embedded with magic - my magic - so he can’t escape.”

“He’s... He’s... Bewtiful!” I exclaimed, jumping off the rock to get a better look. Protectively, the Queen sent up a blue barrier of magic, obviously fearing that I would be injured. 

“Be careful. Although he is restrained, I fear he could still do significant damage,” she said, as she moved to stand next to me. Noticing my childish look of awe she continued calmly, “He is a xenomorph, an alien creature that now resides within the forest. Pray have no notions of any beauty or compassion, he would kill in a heartbeat.”

“A zena- zeno... mowf?” I stammered, my face contorted in a confused expression as I attempted the words. Though I quickly gave Raven silent instructions at the same time. It was hard to concentrate on two sentences at the same time. “He doesn’t look that scawy.”

As if on cue - because it was - Raven roared straight at our faces, making the bars in front of him shudder and a large blast of air to hit us. Raven’s roar was loud enough to travel several miles, though luckily he had lowered the volume somewhat. So it merely rattled our eardrums a bit.

I turned to the Queen with a large smile on my face, after a few words of concern from her. It would have given me an almost maniacal appearance if I was in my prior appearance, due to my hair sticking straight back.

“That. Was. Awesowme!” I squeaked, jumping up and down on the spot. Being a filly was exhausting, and I planned to lie about and play video games for a month, just to make up for this large outburst of exercise. 

“I’m glad you thought so, but I think you should be going now. It’s late,” Quill Brooks said, interjecting himself into the conversation, obviously before the Queen got too carried away.

“Quite right, Alfred,” she said, making the unicorn mutter under his breath. “You should get home little one.”

“But what about the zenowmowf?” I asked, looking up at her expectantly. 

“He will be coming home with me,” she said looking down at me, before quickly flitting her eyes away from mine. “Where he’ll be *ahem*  _ taken care of,” _ she continued, the malice in her voice perceptible even to a young filly such as the one I was impersonating. 

My face darkened. My ears flattened themselves against my head, as my eyes filled with dark understanding and sorrow. My jubilant smile vanished, if only for a moment, before it reappeared upside down. The emotions weighing heavily on me, I sat down on the cold grass.

The Queen glimpsed my emotion out of the corner of her eye, before being busily engaged in straightening out her cloak. She couldn’t meet the gaze of the little filly in front of her. 

Suddenly, I leapt up, as if I had had an idea. My face returning to it’s normal expression as the hope of it lifted some of the sorrow off me. Startled, the Queen took a few steps back, almost tripping on her cloak. Though she swiftly tried to hide her surprise, and she opened her mouth to say something. 

“Can I take him home?” I asked interrupting her before she could speak.

“No my dear, that animal is uncontrollable,” she said, trying to emphasise her point but evidently not wishing to be too strict. 

“Can I atleast twy?” I asked, taking a step closer to her. 

“He won’t listen to anypony,” she continued, looking down at me with an almost guilty expression.  _ Well I’m glad I’m not a pony then, _ I thought silently to myself, whilst trying not to smile at the thought.

“Pwease...” I practically begged, looking up at the queen with big puppy-dog eyes. In Equestria, cute and adorable got you things; that was one of the first things I had learned, though with a great deal of trial and error.

“Well I suppose. I could let you have one attempt,” she said, smiling down at me. Mimicking her smile, I turned back towards Raven’s cage. “Make it sit, and it goes home with you,” She continued, giving Quill Brooks a warning glare as he opened his mouth to complain. Instead, he bowed his head and took a few steps back. 

“What’s his name?” I asked, before moving closer to the cage. I took her blank stare as her answer instead of waiting for a voiced response. “He needs tu have a name. Mother says it’s wude to not adwess ponies by there name.”

We stood in silence for a moment. Me, biting my lower lip in thought. The Queen, opening and closing her mouth, as if this had been the strangest thing to happen all day. And Quill Brooks, stood not far behind her, a sly grin on his face at her expense.

_ Don’t you dare do what I think you’re going to do, _ Raven said, interrupting the almost blissful silence. Though I simply ignored him, concentrating my attention onto picking a name. 

“I’m gonna call you Fluffy!” I exclaimed, once again startling the Queen. Raven sighed, and hopefully regretted his earlier remark.

“Fluffy?” the Queen asked, regaining the use of her voice after a pause.

“Yes. Fluffy. The aliwen that only loves!” I exclaimed, before turning to Raven, a small smile on my face. The cage was too small for him, so he had to stand slightly crouched on all fours instead of on two legs like he preferred when standing still. Though luckily it looked like he had enough room to sit down. Because I wouldn’t put it past the Queen to fail the attempt because he couldn’t physically sit. 

“Fluffy, pwease can you sit pwetty pwease,” I said walking closer to the cage. Raven mentally shuddered, and for a moment it looked like he wouldn’t oblige. But he eventually sat. He looked uncomfortable, with his head hunched down and tail wrapped tightly around himself. But he was a big xenomorph, and he could take care of himself.

Unless he was being held prisoner by a pompous, self-appointed-queen, who doesn’t even seem to know who she has captured. But other than that he was perfectly fine. He knew I was just playing with him, and he’d probably get me back for this soon... But for now he needed to be rescued by a little filly. And I was going to enjoy every moment of it. I turned back to the Queen with a beaming expression.

“Alfred, release  _ Fluffy _ and let us be on our way,” she said, saying the name with obvious distaste. But I pretended not to notice, instead, I started jumping up and down on the spot. Repeating “thankyou, thankyou, thankyou,” what felt like a hundred times, before leaping towards the Queen and embracing her in a hug. Which I felt was unfortunately necessary for the disguise. 

I released her, and watched as Quill Brooks walked up to the cage, his horn glowing with a gold aura and his face showing no emotion. His gold magic gripped the top of the cage, and it then began to unravel. Spiralling down the twisted bars, the gold glow left nothing in its wake. My jaw fell open as I watched, but the instant he was free I leapt at him. 

Catching me swiftly in one hand, he kept me there whilst he reared up on his hind legs and gave out a quiet roar, almost like a yawn. He returned to ground level with a soft thud, whilst at the same time, placing me on his back. For some reason he wasn’t talking to me. He was probably still in a mood about his new name.

“Now I believe it’s time for you to go home, your mother will be worried sick,” she said, almost as if she was speaking from experience, and with a small smile. I nodded at her as she and Quill brooks moved out of the way.   
  
“Fluffy, take us home,” I said, standing proudly on his back, and to my private joy I was now stood above her. 

Instead of moving forward I felt myself moving upwards, as I was lifted into the air by Raven’s tail. Which was now wrapped around me. Carefully, he moved me forward so that he was able to look at me. And he managed to give me a confused expression, by tilting his head slightly. I didn’t need to look at the Queen to know that her smile had vanished momentarily, though my smile stayed firmly on my face.

“Home is that way,” I said, pointing with my hooves after I had realized what the confusion. This seemingly satisfying him, he returned me to my place of power upon his back and started off in the direction I had pointed. 

We were soon out of sight, I had turned around to wave at the two ponies right until we had left their sight. But they were still within earshot, for xenomorphs anyhow. 

“Well that went splendidly,” Quill Brooks said, his words laced thickly with sarcasm. 

“I desired a distraction, and even though it was not the one I had envisioned. It did it’s job all the same,” the Queen said, making my blood run cold. 

* * *

It didn’t take long to rejoin the others. Once we were in the forest, it was a quick matter of circling back and exiting the forest close to them. When we had reached them I was still on Raven’s back, but I had morphed back into my previous form. 

The group who had been watching from the top of the ridge were sat waiting for us. The others evidently still trying to get the chariot running. Though there seemed to be something odd about the group of ponies in front of me.

“Erm, guys,” I said, grabbing their attention and Twilight, Rainbow and Haunt all locked their gazes on me as I leapt off Raven’s back. “Where’s Starscream?”


	12. Chapter 12

Starscream crept silently through the darkened woods, wincing at every single branch that snapped and cringing at every falling leaf. He was following the instructions that the little bug - he presumed it was one of the insecticons from in the throne room - was giving him. It was now sat on his wing, instead of hiding underneath it, so he could get a closer look at it. 

It didn’t - as he had expected - look anything like the insecticons from back home, more like a really tiny black pony. It was a lot like a changeling, though it didn’t have a horn, but it did have small glossy wings, that were a dull silver. 

Starscream hadn’t wanted to re-enter the forest, especially after the stories that the others had been telling of its inhabitants. But after he had been bitten repeatedly by the insecticon, he got over his fear and entered the forest. For the feeling to be instantly replaced with a sense of Deja vu. But hopefully, this would turn out better than last time.

“I’m not turning back,” he said after some time in the forest. “Don’t try and make me,” he continued looking up at the blue phoenix that had followed him thus far. Ignoring his sudden outburst, Laserbeak landed on a nearby tree, where he waited for Starscream to catch him up. A look of disdain on his face. 

“Oh don’t look at me like that,” Starscream responded, trying to ignore the glare the phoenix was giving him. 

“I didn’t task you with following us. Blame Megatron. Actually blame him for this entire mess!” Starscream almost shouted, forgetting he was supposed to be quiet and getting bitten for the loud remark. He hoped his head start would keep him from the others.

“If I was leader, we wouldn’t be in this mess,” he whined looking up at Laserbeak with a gleam of contempt in his eyes. Which swiftly vanished as some of Laserbeak’s feathers started to turn into flames. 

“ButIamnottheleadersonopointtalkingaboutit,” he said hurriedly, whilst speeding up, resulting in him getting tangled in some vines and nearly falling flat on his face. Laserbeak let out a squawk of laughter, before launching off the branch he was perched on. 

Expecting the worse, Starscream closed his eyes against the incoming attack. But Laserbeak simply flew past, cutting the vines with his talons. Before landing in a tree further along Starscream’s path. He had no idea how the phoenix knew where he was going. But he didn’t give it much thought. 

“You don’t mind me leaving them do you?” he asked the phoenix, not really expecting an answer. “But why?”

Starscream continued along the path deep in thought, but managing to avoid the numerous branches that blocked his way. Laserbeak kept with him, flying to a new tree when Starscream had reached the last one. And occasionally flying circles around him.

“You want to go home, badly it seems. So badly you’ll allow us splitting up, just so events will move faster?” Starscream said, but Laserbeak didn’t give him a response. “Aww, you miss your daddy!” 

This did evoke a response. Giving a disgruntled cry Laserbeak leapt off the branch. Realising where the phoenix was going, Starscream ducked his head, hoping the phoenix would avoid him. Once he had realised he had flown past, he raised his head and at the same time turning. To see where he had gone.

He was met by a thick branch as it hit him in the face, as it sprung back into its original position. Looking up he saw Laserbeak. circling him, and laughing as he observed his handiwork.

“Okay, I kinda deserved that,” Starscream said, rubbing his snout before he continued forwards. “But, it means that you’ll have to choose who to follow.” Though Laserbeak didn’t give him any response.

“Well who do you think is the most treacherous, and least likely to hold to the bargain?” he asked voicing the question that the phoenix would most likely be thinking. “But just remember that there is no Megatron here for me to stab in the back,” he added quickly.

They continued on in silence for a while. The bug giving him directions every now and again, while Laserbeak still seemed to know where Starscream was going to go. He might have been creeped out a bit by this, except that he was more worried about being eaten alive by some terrifying creature.

Eventually, Laserbeak flew back down and landed on Starscream’s wing, on the opposite side to the bug. 

“So have you made up your mind- AHH!” Starscream exclaimed as Laserbeak ripped out one of the feathers from his wings. “Hey! I needed that! Well, I think I did...” 

Not staying to offer any form of apology - not that he ever would - he flew off back the way they had come.  _ So much for Decepticon loyalty... _ Starscream thought to himself as he continued on his way. 

After a few minutes, the bug also flew off his other wing, and Starscream hurried to catch up with it, not wishing to lose his guide in the forest. In his attempt to keep up, he wasn’t paying much attention to where he was going and soon caught his hoof on a vine. Which sent him sprawling through some rather thick trees and into a large clearing. Where he landed upside down sprawled on the grass.

* * *

“What do you mean he’s gone?” Rarity exclaimed, giving a puzzled look to the ponies that had just gotten back from the ridge. They were all sat in the chariot except for Haunt and Twilight, who were trying to revive the Seekers at the front of the chariot, as they had all been turned to stone.

“What else do you think it means? He’s gone. Vamoushed!” Rainbow said as she flew around the chariot. “But what do you think happened to him?”

“Well it seems that the Queen wanted a new ally,” Nightshade said, attaching the two Seekers that had been freed from stone to the chariot once they had regained their senses. 

“What?” they exclaimed in unison. Though Pinkie was more obsessed with Bob, as she was still intent on guarding him from the Queen, and wouldn’t let anypony near him. 

“She wanted a distraction,” Xena Rose said calmly. Unlike the others, she was sat outside the chariot with Raven. “That’s why she captured Raven, to put on a show so Starscream could leave.”   
  
“But why would he willingly leave his friends and go to her?” Rainbow asked.

“Starscream’s a traitor, back home he didn’t have any friends. At a push, only allies to betray and bribe for his own means,” Arcee said. “Maybe his desperation to get home has driven him to extreme measures?”

“Well that doesn’t matter. He’s our friend and we need to go help him!” Pinkie said jumping into the conversation. Bumblebee answered her with a few sad beeps.

“Bee is right, we don’t even know where he’s gone,” Arcee said before a blue phoenix landed on her head.

“Laserbeak! Thank goodness you’re okay!” Fluttershy exclaimed, almost knocking Arcee over to reach him. Repeating a sincere apology, She returned to her seat with Laserbeak on her wing. “What have you got there?” she asked as she took a grey feather out of his beak.

“Laserbeak, do you know where Starscream is?” Twilight asked, presuming who the feather belonged to. Laserbeak looked at her and gave her a single nod, before turning his attention to Fluttershy, who was stroking him. 

Twilight and Haunt had just gotten back into the chariot, now all the Seekers were revived and digging at the ground with their metallic hooves and pulling impatiently at their harness. Whilst Pitch stood there glaring at them, though they didn’t respond to him if they did notice the glare. 

“Xena Rose, get in. We’re going to find Starscream,” Haunt said as they all took their seats in the chariot, and Laserbeak landed on the control panel. 

“You know where he is?” Xena Rose asked though she didn’t move to get in the chariot.

“Laserbeak will show us, though he’s probably somewhere in the forest,” Haunt replied. 

“Well in that case, I’ll see you there. Don’t get too lost, I’m bored of rescuing people today,” Xena Rose said before she and Raven set off for the forest.

“If they can run off on their own, why can’t I fly after Starscream?” Rainbow asked, jumping out of her seat to hover above the chariot. “Surely that would be quicker?” 

“Not really, sshe knowss the foresst better than mosst,” Nightshade said pointing towards the two who were just entering the forest, even though it was nearly a mile away. “Lasserbeak can’t guide two groupss Rainbow.”

After hearing this, Rainbow sat alone on the back seat, her head and wings drooped. Haunt said a few quiet words to Laserbeak and the Seekers before they set off this time at a much slower pace, though still fast enough to warrant the ponies to hold on. Laserbeak flew ahead of them with Pitch following closely behind on the ground, taking alternative routes to the phoenix when the chariot wouldn’t allow them passage through the trees.

Suddenly they halted. They were on the dark outskirts of a large clearing which was covered in shadows as the moon was now hidden behind a cloud. All the ponies were launched forward, and without Twilight’s magic they would have flown out of the chariot. Haunt, not caught in Twilight’s magical aura, used the momentum to land gracefully on Pitch’s back, before leaping off and gliding down to the ground. 

Peering around the Seekers, the ponies could see Haunt talking in hushed whispers to Xena Rose. When they were returned to their seats, they were all in silent agreement to go and see what was going on. Except Fluttershy.

“I think I’ll stay here... And... Make sure the Seekers don’t run off again,” She said, whilst trying to hide behind her mane. Understanding the situation, they all agreed that this would be the best decision. 

“Starscream is up there,” Xena Rose said when they had all gathered around the edge of the clearing. She was pointing to a large boulder that easily rose 10 meters high, and created a flat plateau that covered at least half the clearing. Though they couldn’t see Starscream from where they stood. 

“Hey it looks like Tom has a big brother,” Rainbow said quietly, with a big grin on her face.

“We said we were never going to speak of that again!” Rarity said, equally quiet but with a hint of menace. So Rainbow quickly moved away from her, but both of them ignored the confused looks that they were receiving.

“Anyway, how do we even know if Starscream is up there?” Arcee asked, drawing the ponies back to why they were here. 

As if on cue, a shadowed figure appeared on the edge of the boulder, and peered down into the clearing and the edge of the forest.

“Come out little ponies, I know you’re out there,” the pony called out in a female voice that obviously wasn’t Starscream’s. At the same time, a cloud moved, illuminating the entire clearing with the bright moonlight. And revealing the Queen.

The ponies looked at Haunt for direction, and she nodded at them. Before leading them into the clearing. Though Xena Rose remained in the shadow of the forest. She was looking up at the moon intently, as if she hadn’t seen it for a long time. 

“Ah, Haunt. How nice to see you again,” the Queen said, smiling down at the group, and rustling Haunts mane with her magic. Haunt quickly pushed her off with her own blast of magic. “I hope you liked my little messenger I sent you. I know he enjoyed the visit.”

“Enough with the pleasantries!” Rainbow said, leaping into the air to confront the Queen, though Twilight held her tail with magic to stop her going too close. “What have you done with Starscream?”

“Oh, how nice that you are thinking of him. Since you’ve done nothing but insult and forget him,” The Queen said, whilst keeping the pleasant smile. “You say you want to help him. But none of you here have actually helped him.

“Except you,” she continued, pointing a hoof at Rarity. “Though that is what one is to expect from the element of generosity.” She then laughed at their startled expressions, and Haunt’s expression of anger. 

“What? Did you think that I wouldn’t know of the esteemed Elements of Harmony?” She continued. “My dear little Haunt, it seems like you’ve collected the whole set!”

“I won’t ask again! Where’s Starscream!” Rainbow shouted, whilst also trying to break out of Twilight’s magical grasp. 

“Ooooooh, I’m sooooo scared. What are you going to do send me to the moon?” she asked, pacing along the edge of the boulder. “Turn me into stone?” 

“No, that seems to be your trick,” Twilight said, still holding onto Rainbow’s tail.

“Ah, so you’ve seen what I’ve done to your little pets then?” she said, meeting Twilight’s eye. “Good, so you know what I’m capable of. So if you have any sense you’ll stay away and not interfere. 

“You’re needed in my plans, but not just yet,” she said as she stopped pacing and glared at what she thought were the ponies that made up the Elements of Harmony. 

“You look an odd bunch to be the Elements of Harmony,” she said with a thoughtful expression. “Are you sure these are the Elements of Harmony?” she continued, apparently to herself. 

“Yes. I’m sure of it,” Starscream said, walking to the edge of the boulder. "See, one, two, three," He pointed to Rainbow, Twilight and Pinkie. "Four, five and six," he continued, pointing to Rarity, Arcee and Bumblebee. 

“Starscream, what are you doing? Get away from her,” Rainbow said, looking at Starscream.

“It seems that I’ve had - how do you ponies put it? - a change of heart,” Starscream said, a maniacal grin spreading across his face.

“But you were working with us! Helping us to get home!” Arcee said.

“HA! Did you ever expect a Deceptibot to work peacefully with you vile Autocons?” Starscream said, glaring at her. 

“You remember how I  _ ‘helped’ _ Orion Pax? Or are your puny minds too small to remember your fallen comrades?” Starscream continued, making Arcee bury her face in bumblebee’s shoulder. 

“You monster,” Rarity said as she placed a hoof on Arcee’s shoulder. Though both the Queen and Starscream seemed to ignore her. 

“Starscream, how about we go and find more civilised company?” the Queen said as she turned away from the group, followed closely by Starscream. Neither of them looked back as they walked away.

Standing slack-jawed like the others around her, Twilight let go of Rainbow’s tail. Without wasting a moment, Rainbow shot off. Flying quickly over the top of the boulder in an attempt to stop them. 

Instead, she was hit by a gust of wind as a small tornado spun itself out of existence on top of the boulder. Rainbow’s forward momentum was abruptly halted, and then completely reversed as she was flung into the branches of a nearby tree. 

Arcee looked up at the commotion, though she showed no sign of crying. Instead, there was a small smile on her face. 


	13. Chapter 13

Landing upside-down sprawled on the grass, he was able to see the entirety of the clearing. He was lucky for once, if he had entered the clearing a few steps to the right he would have crashed straight into a massive boulder. As soon as he thought this, a small rock dislodged itself from the boulder and fell. Before landing on his head. 

“Ow,” Starscream muttered as he climbed to his feet. 

“We meet at last Starscream,” a female voice said from the top of the boulder, which Starscream presumed was the Queen. “Come and join me up here so we can have a little chat,” she continued as she looked over the edge at him. 

Dismayed, Starscream looked at his wings and flapped them a few times. He didn’t want to show this Queen any weakness, but he feared that if he tried to fly it would quickly end badly. However, he couldn’t see any other way of getting to the top of the boulder. 

“Oh, I forgot. Flying isn’t your strong suit, is it? Let me,” she said as her horn lit up in a blue aura. Swiftly, a staircase of white fluffy clouds leading up the boulder appeared, and Starscream cautiously put a hoof on the bottom step.

“Don’t worry, it’s perfectly fine. All pegasi can walk on clouds,” the Queen said before Starscream put his full weight on the first step. Once he had proved her words to be true, he quickly trotted up the staircase. As soon as he had jumped off, the staircase dissipated forming a fine mist that swirled around the grass on the floor of the clearing. 

“I don’t believe we’ve been introduced,” Starscream said, as he held out his hoof. 

“I am Queen Olethron Strika! Empress of destruction!” she said, grinning at him as she took his hoof. Starscream, attempted to copy her grin, but with a twisted gleam in his eye, which she didn’t notice. 

“And why, pray tell, am I leaving these ponies to join you?” he replied.

“Well, where these ponies have offered you a way home,” she said, her voice dripping with disdain when she mentioned her children. “I can give you that which you desire most.”

“Oh really? What’s that then?” he said, full of scepticism that this pony who he had never met knew him better than the ponies who he had travelled with. 

“Your rightful place as ruler,” she said, before laughing as his eyes went wide. “Above the pitiful Megatron.”

“Okay, now you have my attention,” Starscream said, smiling legitimately at her. 

The rest of the time in the clearing swept past in a blur of pictures and confused sound. And Starscream felt strangely distant from what was happening, almost as if he was watching a sped-up recording of what was happening. It only seemed to slow down slightly when they turned to leave, and he watched as he was sucked into the raging vortex of a tornado. 

Then everything went black.

* * *

He was standing in a room. Well, he presumed he was in a room, as there was a solid surface beneath his hooves but he still couldn’t see any walls. Or sense that they were close, as he hadn’t walked into one yet.

He waved a hoof in front of his face to make sure that he wasn’t blind, and was somewhat glad to be able to make out the darker blur of it as it moved in front of his face. Though it still didn’t explain where he was. 

Unsure of what else he could do, he began walking. He didn’t choose any particular direction, he just kept moving forward. Slightly hesitant that he would walk straight into a wall, but unsure that him not hitting anything was a good thing. 

As he continued, though he couldn’t tell whether or not he was actually going anywhere, a faint light appeared in the distance. Thinking that this was the exit to this strange place, he began to run, eager to leave this strange place. Slowly the faint light became bigger, forming a much larger circle of blue light. 

“That looks remarkably like... The Well of Allsparks,” he exclaimed whilst skidding to a halt. Turning around, he ran as fast as he could, hoping to escape the blinding circle of light. 

Stopping a few minutes later out of breath, he turned to see that the circle had gotten bigger. Much bigger. It now engulfed most of the ‘wall’ and burned its image into his eyes. During the few moments that he had looked, he could clearly see that it was still getting bigger. 

Too exhausted to try and escape, Starscream stood there, waiting for the light to engulf him. Closing his eyes against the harsh glare, he turned his head away and hid it behind his wing in an attempt to lessen the effect.

When the light seemed at its brightest it suddenly dimmed, like when a cloud blocks the sun. But he hadn’t seen any clouds here. Looking up, his jaw dropped open as he saw thirteen figures standing before him. 

“The Thirteen...” Starscream stammered as he looked up with wide-open eyes. He, like all Cybertronians, had heard the old legend of the primes. Most thought it a myth, thought up for young protoforms during the ‘Age of Evolution’. But Starscream had always been intrigued by the legend, spending many of his idle hours aboard Trypticon station trying to discern the truth. 

Most of his theories had led him back to Alpha Trion, and his Covenant of Primus, which he knew held all the answers. However, he had never considered that Alpha Trion was a Prime. But there he was, stood next to his brethren. 

“Wha...” Starscream stammered as he stared at them. “What are you doing here?” he asked, looking between them all. He could name them all, the stories were thin on description, but there were key details to identify them all . The most striking of these details belonged to Megatronus, or the Fallen as he named himself. He was almost mesmerised by the flickering flames that surrounded his being. But the feelings went deeper, built upon the stories that he was the creator of the Decepticons.

His thoughts were interrupted by a voice that seemingly came from the mass of parts in constant flux to the left of Alpha Trion. “We are here because...” Amalgamous Prime said, pausing for what Starscream expected to be an important reason which could possibly help him with his quest. 

“Because,” Micronus Prime continued, the voice coming from his small form sat on Onyx Prime’s shoulder. “This is the thirteenth chapter and we are the Thirteen Primes, so of course we would be here.” 

A wave of confusion flooded over Starscream’s face, and it was swiftly followed by disappointment. Though that was swiftly replaced with surprise as someone else appeared.

“Heyy!!! Who said you could barge in here and break the wall like that?” Pinkie said, walking up to the group of giant robots. “There are laws to this you know, you can’t go breaking the wall whenever you want.

“And now you’ve spoiled the surprise!” she said, seemingly not pausing for breath before continuing. “Starscream, your friends aren’t very nice, stealing my job. I’ve been planning for months, waiting for the right moment then they all barge in here and ruin it. I’m never going to throw them a party.”

“Who said that it was your job? Who gave you the right?” Liege Maximo said, himself being identifiable by the long curving horns on his head. This remark instantly evolved into a heated debate between him and the pink mare. Starscream paid no attention to any of it. Instead, his attention was drawn once more to Megatronus. 

The flickering pattern of the flames demanded his entire attention. The others seemed to just melt away, leaving only the two of them. Megatronus drifted closer, and his massive shadow fell on Starscream creating a familiar outline that he couldn’t quite place. 

“You’ve come far, for a descendant of Liege Maximo. I’m surprised no one has deemed it fit to silence your silver tongue,” Megatronus said looking down at him, whilst referencing the story where the Primes had killed their brother after Liege Maximo had tricked them. 

“Well plenty have tried, though luck would have it that none have yet succeeded,” Starscream said, returning the stare calmly. Slowly Megatronus reached down and gently picked him up, not fearing the giant he didn’t even argue.

“Oh, but I think luck has nothing to do with it. And it’s merely your own incompetence to accept your fate,” Megatronus said, but in a much more menacing snarl than Starscream was expecting. Though it sounded rather familiar, almost like the descendant of Megatronus that he was very familiar with.

As this thought crossed his mind, Starscream let out a shriek, as Megatronus’ grip tightened on him. However, when he looked up, he was greeted by the seemingly angry visage of Megatron. 

“L-l-lord M-Megatron. What a... surprise seeing you here,” Starscream said whilst trying to get out of Megatron’s grip. “If you would just put me down-”

“NO!” Megatron shouted, with a rush of air that blasted his mane back. “Did you really expect me to allow you to waltz back home with an army at your back?”

“M-master. I had no intention of such a thing,” Starscream replied hastily. Each attempt he made to escape caused him to flicker between his robot and pony form, and each flicker was accompanied by a small burst of pain.

“Oh, don’t lie to me. Your intentions are clear,” Megatron continued, watching on with silent pleasure at Starscream’s discomfort. “But don’t think she can solve all your problems.

“She’s using you to her own ends. She won’t help you. She’s not your friend, nobody is,” Megatron said.

“Rainbow helped me! She IS my friend!” Starscream shouted back.

“Yess. And then you abandoned her.” Megatron stated harshly. 

“NO! It’s not like that!” Starscream shouted, stuck in his robot form as he had stopped thrashing.

“Oh, really... But what does it look like to them?” Megatron asked. 

Starscream was silent. The only answer he gave was to lower his head. A small grin appeared on Megatron’s face as he lowered Starscream - none too gently - back to the ground. 

“That’s what I thought,” Megatron said, as he charged his fusion cannon and aimed it at Starscream. The barrel was huge, bigger than Starscream was, and this time he didn’t think there would be any Autobots to distract Megatron.

“Please Master. No!” Starscream begged as he pleaded on his knees. “I can change! Give me another chance! Please, have mercy! ” 

“Such heroic nonsense,” Megatron said, before firing the weapon. The purple blast engulfed Starscream and everything went black...

* * *

Starscream jolted awake and tumbled off the soft surface he was on onto a much harder one. He was then attacked by a large swath of material that left him in a tangled mess. After thrashing around madly for a few minutes, Starscream realised that he was fighting bedding, and nudged it away with disdain. 

Standing up, whilst trying not to hit his head on the bed - what he had determined the soft surface he had fallen off was - he scanned the room he was in. And remembered where he was. 

When they had reached the Queen’s castle, it had been nearly midnight so he had been shown straight to his quarters, and had fallen fast asleep without giving much heed to the room. Though evidentially, due to his nightmare, he hadn’t slept for long as the moon was still casting its pale light through the window.

The castle was in the heart of Manehatten - the Queen had informed him on their way here - an upgraded version of the town hall, the building which the entire city had been built around. It wasn’t as tall as the buildings around it, as he hadn’t seen it from Haunt’s castle. And the Queen had left the smoke pouring out of some of the buildings to add further concealment.

His room was simple but elegant. Containing only a king-size bed, a wardrobe and a dressing table, and it reminded him of the room he had shared with the others back in Baltimare. Though he quickly pushed thoughts of those ponies out of his mind. 

The Queen had said that she had a surprise waiting for him in the morning, but had given him no clues. He shivered, not due to the lack of warmth in the room, then made his way back to the bed. It didn’t look anywhere close to morning and his pony form felt groggy, so he picked up the offensive bedding and climbed back into bed. In an attempt to gain more sleep.


	14. Chapter 14

Starscream cautiously entered the room, though he acted like there was no hesitation at all. The room was large and well lit, due to gold-lined windows that ran from the ceiling to the floor along one wall. In the centre of the room was an ornate dining table, and though it only filled half the room, it could seat nearly 100 ponies based off of his rough estimate.

Currently, only two places were being used, the one at the head of the table and the one next to it. As he walked calmly across to the other side of the room his hoofsteps rang sharply on the marble floor. The Queen didn’t look up as he approached, her attention fixed on some papers on the table in front of her. 

“You had a pleasant night I hope,” the Queen asked as Starscream sat down, though she didn’t look up from her work. 

“Yes, I slept well,” Starscream replied, before hastily adding “Your Majesty.”

“Oh, you have no need to stand on such pointless ceremony. Call me Olethron,” Olethron said, still not looking up at Starscream. 

“Okay then,” he replied, watching as Quill Brooks came and brought breakfast. A plate of pancakes coated in golden syrup was placed in front of him, and a large silver bowl containing a wide selection of fruit and berries was placed behind the plate. 

They sat there in silence for a while, Olethron concentrated on her work and occasionally took something from the bowl. While Starscream silently fought with the cutlery, though he managed to do better than he had done last time. 

_ At Rarity’s. _

He quickly pushed that thought to the back of his mind and ignored the images from his nightmare that had surfaced with it. The sweet-tasting food turned sour, and he gave up on the meal. He had eaten most of it anyway. 

“Starscream, would you care to join me for a tour,” Olethron said as she stood, a slight tone to her voice showing that she was still pulling rank, even after her earlier comment. Not seeing much choice in the matter, Starscream followed her out of the doors at this end of the room. 

The Castle had many winding corridors, all covered in gleaming white paint that seemed to sparkle in the golden rays that beamed through the large windows. Like the dining room, the corridors were sparsely furnished, with only the odd painting or vase dotted around. And those seemingly only there due to their high price tag, as Starscream had no notion of how a single line down a blank canvas could be thought attractive. Though to be honest, he didn’t understand most things these ponies did.

It felt like no one lived here, and the smell of new paint followed them around. The place was spotless, but Starscream didn’t see anyone as they walked around. Not even the hushed whispers or the sound of doors shutting softly as the servants hid from view. Though their tour wasn’t completely silent, Olethron explained things as they walked. Talking about family history and the importance of such-and-such a painting, which Starscream only listened to half-heartedly. But responded enthusiastically whenever he was asked for his opinion on some trivial matter or other. 

Eventually, they found their way back to the entrance, but on the landing above it. Which was high enough to make Starscream gulp when he looked over the bannister. Not being able to fly had a striking effect of giving him a fear of heights. To their left was a balcony that sat directly above the main doors and across from them was the dining room. But to their left was a door to a room that Olethron hadn’t mentioned yet. 

It was nearly as large as the main door to the castle and was made out of the same black stone. But where the other door had a rather plain design, this one seemed to have the entirety of the equestrian history carved into it, with various things highlighted with different coloured stone. 

Though when he got closer he realised that it wasn’t coloured stone. 

The Sun was depicted in solid gold and the moon in silver, with the eyes of the ponies depicted by a multitude of different jewels. And there was one creature, a strange mismatched creature, which nearly blinded Starscream with the number of different colours used on him.

The door was more like a giant mosaic. And once he had thought this he took a step back and his ears dropped back for a moment. Though Olethron was concentrating too much on the door to notice any of this. 

Her horn lit up with her blue aura, and after a moment a loud click was heard from within the door. Slowly it creaked open away from them until it stopped with a loud thud a few minutes later. Leaving a pitch-black abyss before them. 

Calmly she walked forward and Starscream quickly followed her, not wishing to be left alone. As soon as they had walked past the doors, they began to close behind them and they began descending a small number of steps. Starscream shot a worried glance at the diminishing gap of light before hurriedly keeping pace with Olethron.

Before the doors had completely blocked all the light, her horn lit up again. Creating a bolt of lightning that descended from somewhere on the ceiling and hit the chandeliers hanging in the room before them, igniting all of the candles in a burst of flame. 

The room wasn’t the most well-lit room of the Castle, but Starscream could tell it was huge, from the faint outlines he could make out of the slate grey walls. Looking down, he saw that the path he was on was made out of a blood-red stone, and it was the only part of the room not filled. The rest of the room was filled with statues. 

“This is my trophy room,” Olethron declared, and at the same time her eyes and the crystal in her amulet glowed purple. 

“Trophy room..?” Starscream asked, stopping as she did and raised his hoof.

“In my time I’ve made a lot of enemies,” she explained, walking up to one of the statues, “and this is how I commemorate the ones who gave me the best challenge.” The statue she had approached was of a stallion with sharp teeth, a wide-brimmed hat, small round sunglasses and a long jacket. She patted him on the head before moving along.

“So... You make a statue of the enemies you have defeated?” Starscream asked, pausing to look at a creature that looked like a large pepper pot, before continuing on.

“No. I turn them into a statue,” she said, making Starscream pause whilst looking at a cube which had a heart on each of its sides. “All these are living ponies - and other creatures - that are encased in stone. Perfectly safe from the outside world.”

“You have a lot of enemies then...” Starscream said looking around the room. There were hundreds of statues. Whilst a large number of them were xenomorphs or some of Haunt’s robots, there was a large variety amongst the others. 

To his right, he saw a pony with a small computer attached to her arm. Further along, there was a pony in workers clothes with the name tag ‘Emmet’. And a few statues back he saw a rather young pony holding a strange ball in his hoof, with a small creature by his side with a tail that was kinda shaped like a lightning bolt that he hadn’t seen in Equestria.

He stopped before one statue, and the Queen continued walking for a few seconds until she realised that he had stopped. The statue was made up of a panther - crouching as if to pounce at the front centre - and two young colts on either side. 

One of the colts had a vicious looking spike instead of his right hoof, and the other had two large cylindrical objects instead of his hooves (which reminded Starscream of pile-drivers). They both had similar cutie marks, a cassette with a Decepticon symbol on them. 

“Do you know them?” Olethron asked, watching as a confused look crossed his face. 

“B- But... They died on Cybertron. They were lost, during the war,” Starscream said, taking a step back away from the statues.

“Follow me,” Olethron said, as she began leading the way out of the room. Starscream quickly followed her, though he kept turning to glance at the statue. He was relieved that Laserbeak had decided to stay with the others. She led them back onto the landing above the entrance, but this time they went out onto the large balcony, which contained nothing but a large ornate glass-topped table.

The castle seemed to have grown out of one of the tallest buildings, one with a pony head on top of it, and he realised the reason he hadn’t seen it was because there was a holographic mirage that blocked the view from the other direction. It looked like it was made out of a constant downpour of rain, that fell in a single line across the city from the dark mass of clouds above.

Below them was a large courtyard. Where a large portion of Olethron’s army was drilling in formation. Beyond the edge of the city, the ground leveled out into the large rocky plain before meeting the edge of the forest where Starscream had first met Olethron. 

_ And betrayed the ponies. _

He quickly pushed the thought to a dark section of his mind and barricaded it in a closet. He then returned his attention back to Olethron, who was leaning on the railing of the balcony. Glancing from the long drop below them to his wings, he decided not to follow her example.

“Things that are lost have a tendency to end up in that forest,” Olethron said pointing towards it. “Ponies - such as yourself - are found from other worlds. I pride myself on keeping them safe, no matter what they do.”

“So the people in the statues are still alive,” Starscream asked.

“Why, it is only the flesh that is frozen. Their minds are still active, and aware of all that is around them,” she replied. They stood in silence for a while, Olethron watching her troops whilst Starscream was staring at the horizon, deep in thought. 

“Have you found a person,” Starscream shook his head before continuing, “I mean pony called Cliffjumper?”

“Cliffjumper..? Cliffjumper..?” she said, whilst tapping a hoof on the railing. “The name sounds familiar...” she continued, before going quiet for a minute.

“Oh, now I remember him! He turned up a few years ago with another stallion, by the name of Tailgate.” She said, making a small smile appear on Starscream’s face which she luckily didn’t see. “They were an exceptionally troublesome pair.”

“Are they in your collection?” Starscream said, whilst managing to keep the slight amount of joy out of his voice.  _ If I could reunite them with- _

“Unfortunately,” Olethron began, interrupting this thought. “They had an  _ accident _ with a dragon before I could add them to my collection.” Starscream’s thought then shattered into a million tiny pieces. 

“Ah...” was all he managed to say. They then descended back into silence for a while, until Quill Brooks walked onto the balcony carrying a large white box on his back.

“Ah, there you are Alfred,” Olethron said as he used his magic to place the box on the table. “Starscream, I’ve got you something,” she continued as she turned towards the table. Starscream followed her over, whilst Quill Brooks grumbled something under his breath about his name and then took the lid off the box.

Olethron then used her magic to pull two silver gauntlets out of the box, and at the same time lifted Starscream’s front hooves up. She carefully slid one of them onto his right front leg, where it fit snugly. It stopped just as it reached his elbow, but a large curving spike of metal continued up to protect the joint. 

The gauntlet felt familiar to him, and it was in the same dark grey metal of his robot mode and had a red rocket on the side of it. There were four large spikes on a hinge mechanism that clipped to the top side, and a separate one on a sliding mechanism on the bottom side. They seemed to be connected to the strap of leather that ran along his hoof, he turned it towards him to get a closer look, and moved the strap with his hoof experimentally. 

He shot his head back as the spikes either flipped or slid forward, nearly stabbing him in the face, and looking very much like a hand now. He moved the strap again, and they all returned to their original position. 

Olethron then slipped the other one on to his left leg, and it looked practically identical. Except that there was no rocket on this one, only a red stripe running down the length of the gauntlet in its place. 

“How did you make these?” Starscream asked, as he examined them, though more carefully this time.

“Oh, it was simple. I found the right one in the forest, all I had to do is copy the design,” She said, as she released him from her magical grasp.

“But, I lost my right arm...” he said as he began to understand. Olethron merely smiled.

“Now close your eyes, and no peeking,” Olethron said as she turned to the box. Starscream did as he was instructed, and he soon felt something placed atop his head and something else wrapped around his neck. 

After a few moments she told him to open his eyes, and he was faced by what he considered an impressive grey pegasus. Though he didn’t care how many ponies agreed with him. He then noticed that he was wearing a royal purple coloured cape and a gold tri-pointed crown with a large red crystal set into the front of it. 

He then spent the next few minutes examining his new appearance in the mirror. The cape was long enough to nearly touch the ground, but didn’t hinder his ability to use his wings. Not that he would use them anyway.

“I hope you like it Starscream,” Olethron said, as she walked around the mirror towards him. “But that attire is only fit for a King.”

“What..?” Starscream said, a jumbled mass of different thoughts rushing through his head.

“I would like you to be my King. To rule at my side,” she said. He opened his mouth to reply, but no words came out.

“Oh, don’t worry. I only propose it to improve the morale of the troops,” she continued when he didn’t respond to her. “And only, until we restore you to your rightful place.”

“I.. I would be honoured!” he replied after a few moments, while bowing slightly to her and then standing up straight. An evil grin on his face, and a mischievous gleam in his eye. Which the Queen responded to with a smile of her own. 

“Come, we must plan the approaching battle,” she said as they both walked off the balcony back into the castle.

* * *

They were in Scar's throne room. Twilight, Rarity, Fluttershy, Rainbow, Pinkie, Arcee and Bumblebee were sat on cushions facing the throne. Whilst Scar and Haunt were slumped against it and Nightshade was pacing up and down the length of the room.

“How could Starscream abandon us like that?” Rarity asked, being the first one to break the silence in the room.

“We can get him back when we kick the Queen out of Equestria!” Rainbow said, leaping into the air when she said the statement.

“How?” Arcee said, watching as the pegasus started to fly around the room.

“I think I know how...” Haunt said, sitting up straight and ruffling her wings. 

**[Some time later]**

“That was the worst idea ever, of all time,” Twilight said, voicing what most of the group thought. 

“But are you in?” Scar asked, being one of the few who had a differing opinion.

“Yes,” the rest of them replied as a group.


	15. Chapter 15

Starscream was sitting at the table the next day eating breakfast, though it was still dark outside. He was still wearing his crown and cape, he had only taken them off to go to sleep, and then only grudgingly. This time he luckily hadn’t been awoken during the night by a nightmare. Olethron was sitting next to him occasionally glancing at a report between mouthfuls of food. 

They had spent the rest of the day yesterday planning the forthcoming battle. Which they planned on starting at dawn. But there was one small detail they still hadn’t covered.

“How are we going to get them there?” Starscream asked once he had finished his breakfast. 

“Oh don’t worry, we’ll get over that little problem,” She said, as a scout ran in with apparently urgent news. He hadn’t even knocked at the door. She had turned Quill Brooks’ muzzle to stone for an hour yesterday for not knocking at the door. 

“And it seems that problem is now easier than we first thought,” she said, smiling at the piece of paper she was handed as the scout ran off again. She handed it to Starscream, who took a moment to decipher the message. He hadn’t yet gotten used to pony writing he thought one of the words might be captured, or caterpillar? But the six pictures that accompanied the message helped him understand it.

“Oh, well this is just perfect,” Starscream said, mimicking the smile that Olethron had with his own, slightly sinister version. 

* * *

The moon was just on the edge of the horizon, and the sun kept teasing that it was moments away from rising. Starscream was stood on the edge of the city. On a high ridge that fell sharply to the valley below. On the other side of the valley, a similar ridge stood in front of the forest and in the distance behind it Starscream could make out the Manganese Mountains.

Olethron had created the valley during the night, as she thought that fighting on the flat plain was rather dull. She stood slightly ahead of him, watching the horizon with eager eyes. Starscream kept his attention forward as well.

Behind him were six pairs of eyes that tried to burn his spark with accusing glares every time he looked at them. They were on a metal platform that had been rolled out by two of Olethron’s bodyguards, both of whom had towered over Starscream, and were now a few steps behind the platform. 

The platform had dug itself into the ground at Olethron’s command and didn’t look like it would move unless Bruticus was involved. On the top of the platform, were thick rings that secured the chains tightly, so none of the six ponies had much movement. Each of them had thick cuffs around their hooves, which rattled loudly every time they shuffled slightly. Each of these were attached to one of the rings and two of their other cuffs. Another chain also attached to the rings and attached to a spiked collar which sat snugly around their necks. And as a small way of taunting, each of the collars had their element carved into the front of it.

Twilight had a six-pointed star, Rarity had a diamond, Rainbow had a lightning bolt, Pinkie had a balloon, Arcee had an apple, and Bumblebee had a butterfly. They all matched their cutie marks - as Starscream had gathered they were supposed to - except for Arcee and Bumblebee, but Olethron hadn’t noticed yet. And Starscream wasn’t inclined to tell her.

Twilight and Rarity had magic inhibitor rings on their horns, and Rainbow had a strap holding her wings down. 

Starscream thought it was slight overkill, but Olethron wouldn’t allow anything less.

Olethron had insisted that they skip the small remainder of their breakfast so she could gloat at her prizes. Starscream had expected her to turn them to stone there and then, but she wanted to watch their reactions as she tore their hope apart, as she had put it. 

Though she had quickly grown tired of Rainbow’s arrogant statements and put a muzzle on her to stifle her voice. 

Once they had been rolled up here, Olethron had very ceremoniously given Starscream the key to their bonds. A wide grin on her face as she hung the key around his neck, still taunting them that their ‘friend’ had betrayed them. Which seemed to especially please her. She kept mentioning that their elements were powered by friendship, though yet again Starscream didn’t understand. How could you power something with friendship? Was this how the Autobots always seemed to win? But he didn’t think it was a good idea to interrupt her monologue.

Olethron was now silent. Repeatedly glancing towards the sun that was slowly peeking over the horizon. The sign she had placed in the centre of the valley looked lonely, abandoned in the middle of no-where. Olethron had also created that, with the time and date of the battle etched into it. And based on her intermittent temper, it didn’t seem that she liked being kept waiting. 

Suddenly a gleam of gold caught Starscream’s eye, momentarily blinding him. When he regained his sight, he saw that a large grin was on Olethron’s face. Following her gaze he saw Scar stood on the opposite ridge, flanked by his two lieutenants, Brisingr and Draco.

Scar was wearing his gold armour but this time he was wearing the full set, not just the chest piece. Behind him, was a small group of guards that were made up of ponies in similar armour, mainly the ones Starscream had seen about the castle. The rest of the army stood behind him and was made up completely of Haunt’s robots, but she was nowhere to be seen. 

“Haunt was always too much of a coward to engage in an actual fight,” Olethron said, which hadn’t been Starscream’s impression. But now he thought about it, she had used trickery instead of confrontation. But he’d never thought those tactics were born from cowardice...

But he didn’t see how hiding would help her, their army was outnumbered nearly 3 to 1. It would only prolong the inevitable. He turned to look at Olethron’s army, which was spread out behind them. It was technically his army as well... but he couldn’t bring himself to admit that.

It was made up mainly of Insecticons, currently the size of a typical pony. Though they couldn’t sit still for any length of time and were constantly shifting between different forms. But here and there was the odd pony or griffon in purple/grey armour. The army spread out for nearly a mile and looked like a swirling dark sea of destruction. 

“Why hello Son, have you come to surrender,” Olethron said, using magic to project her voice across the valley.

“Don’t call me that. You lost that right when Father died,” Scar replied, using the same magic to respond to her. “And we’ll never surrender!” he continued, which was followed by loud cheering from his army.

“Oh, such bold words with such hollow meaning. Even your own sister has deserted you,” Olethron said, grinning at Scar even though he couldn’t see her face. “Where is she? It will save me time having to hunt her down if you just tell me.”

“You can keep your filthy hooves off her,” Scar replied with venom. But it only made Olethron smile. 

“Oh, I do love it when you act like a caring big brother. But you won’t be able to protect her for long,” Olethron said. Scar didn’t respond to that, and after a few minutes of silence, Olethron got bored of waiting. She used her magic to cover the sky in a thin layer of clouds, just enough to shade the ground from the sun. 

Trumpets then blared on either side signalling the attack, and both armies started pouring into the valley, like two ferocious waves. 


	16. Chapter 16

Starscream stood on the ridge, watching as the two sides raced towards each other. The enemy army barely filled up half the valley on their side, giving them a huge disadvantage as they would be attacked from the side as Olethron’s army swarmed around them.

On Scar’s side of the valley, it levelled out into the forest that Starscream had first met Olethron. The clouds covering the sky seemed to make the forest look darker. With swirling black shadows swarming between the trees. 

Starscream’s attention was then drawn from the forest by Scar, who shot a large beam of magic into the cloud layer thickening the clouds into dark storm clouds. Which in turn darkened the battlefield further. However, Starscream was still able to see the battlefield below him clearly. 

As he watched the armies close in on each other, his attention kept being brought back to the shadows swarming around the trees. After a large clap of thunder, the shadows seeped out from beneath the trees. Seemingly running alongside the other army. Though the shadows quickly overtook them and collided with Olethron’s army well before they did. 

Starscream took a step back, as her army started to fall when they reached the shadow. Olethron snarled, then started shouting abuse at her army for being so weak as to fall to magic. Starscream held his tongue though. Not certain that Scar’s spell was what had caused this. He was powerful with magic yes, but simply casting his voice in the dining hall had drained him significantly the other day... Starscream was no expert in this regard, but he had seen Rarity do more impressive spells. But he quickly pushed the thought out of his mind and concentrated harder on the shadow trying to discern how it was stopping her army. 

The shadow was still swirling, as if it was made up of hundreds of individuals rather than one solid mass. As he watched, a dark spot appeared from the tree line, and he traced its course as it charged at her army. When it broke through the first few lines of soldiers, it sent them scattering, with loud screams of surprise. 

But now he could see what it really was. And judging by Olethron’s gasp she also understood. 

A huge Xenomorph, almost three times the size of the normal ones he had seen, was laying waste to a good number of his soldiers. It had a large crest on its head that it was using as a battering ram. It was also reflecting away any spells that were fired at it. 

Its sides weren’t as equally protected, but none of the soldiers were able to get close enough to its sides without being crushed or thrown across the battlefield, so they quickly started backing up. The other Xenomorphs took advantage of this, and quickly filled into the opening, hiding the large Xenomorph back into the swirling mass until they would repeat the process. Starscream couldn’t see Xena Rose, but he knew she would be down there somewhere. And he mentally shuddered at what Olethron would do when she realised she had been tricked by a filly.

“No, I won’t let this happen,” Olethron almost shouted as she began firing blasts of magic into the cloud layer, in an attempt to use sunlight to slow the Xenomorphs down. But the thick clouds wouldn’t budge, responding only with another clap of thunder. Enraged, Olethron stomped her front hooves on the ground and glared at her army, which now had to halt their advances for the moment. 

The sound of muted laughter came from behind them, and Olethron turned with a scowl on her face. Starscream’s cape became slightly itchy as he turned to see Rainbow laughing even harder now she could see Olethron’s expression. The rest of the ponies were giving Rainbow warning glares. Typically she was ignoring them. 

“Something funny Rainbow Dash?” Olethron said walking towards her slowly, she spat the name out as if it had left a bad taste in her mouth. Rainbow stopped laughing long enough for her to mumble something that sounded like ‘your face’ before she continued as Olethron’s expression darkened further. The two bodyguards shuffled nervously and avoided looking at their Queen.

“Guards leave us,” Olethron ordered and they swiftly obeyed, retreating to a safe distance at a reasonable pace that preserved some of their dignity. Olethron just grinned at Rainbow, and only then did she stop laughing, as she understood what she’d gotten herself into.

“Rainbow, Rainbow, Rainbow,” Olethron said, turning and walking back towards the ledge as she talked. “Whatever are we going to do with you?” she continued, grabbing Rainbow and her restraints and pulling her off the platform to stand next to her. The other ponies cried out for her to stop, but Olethron merely ignored them. 

“I tried to be nice, I made sure that you had the highest comfort,” she continued, malice dripping out of her voice as she drilled the loose chains of the restraints into the ground with magic so Rainbow couldn’t move. “I even gave you the finest apparel.” She caressed the muzzle before taking a step back as Rainbow growled at her.

“But it seems we’ll have to find, more permanent, ways of keeping you quiet. Though I’d hoped that I could add you to my collection,” She was quiet for a moment whilst she let the words sink in. 

“Starscream.” It was implied as an order, but he knew what it really was. She was testing him. So far he might have done as she instructed, but she was far from a complete fool. She returned her attention to the battle, whilst she waited for his response.

Starscream stood there in silence, looking at the ground to avoid looking at anyone else. His thoughts drowned everything else out, even the battle below him seemed distant and quiet. He absently started messing with his right gauntlet, bringing forward the spikes before looking up again. 

He took a step forward, towards Rainbow and Olethron, with his gauntlet raised. He built up the courage to look Rainbow in the eye and saw nothing but betrayal, which made his ears dip down before he took a deep breath and continued forward. He had to remind himself that he was a Decepticon with each step. 

When he was standing behind them, he reared up onto his back legs and raised his right hoof above his head. He brought it down quickly with a snarl.

Olethron screamed. Twisting in agony around where the gauntlet was stabbed into her back between her wings. He then grabbed her with his other hoof to make sure she didn’t try and get away.

“Long. Live. The. King.” he said as he pushed her over the ledge. 


	17. Chapter 17

Starscream finished unlocking the last shackle on Pinkie’s hoof before turning to watch the battle. He could hear them all talking behind him, but he decided to give them a moment to themselves. And himself a moment to calm his confused thoughts. 

Olethron’s army was losing. They were practically back at the ridge now. Though the other army was no longer pursuing them and had dropped back. Leaving a mile-long stretch of land that was empty except for the fallen and injured soldiers. After a brief pause to collect themselves together, Olethron's army began moving forwards again. Much more cautiously this time. 

The sight felt natural to Starscream. It was what he had been used to for the past few millennia, but it felt unnatural in a world such as this one, full of pastel ponies and bright colours. The words Rainbow told him back in the chariot echoed back to him. 

He shook his head, then turned to the group. But he didn’t look Rainbow in the eye. He couldn’t. They joined him, looking over at the battlefield, and he made sure that as many ponies as possible stood between him and Rainbow. 

“Look at all that carnage and destruction... It’s horrible...” Rarity said with a sigh as she looked down at the battlefield. 

“Can’t you stop it? Use the Elements of Harmony or whatever they’re called..?” Starscream asked, hoping there was an easy solution. 

“No, for that we need Applejack. And anyway, Fluttershy is back at the castle. Out of harm's way,” Twilight replied, placing a gentle hoof on Starscream’s shoulder. “And thank you.”

He looked at it, unsure what to do, then just shrugged it off. Pulling off his cape and crown he threw them to the ground, before crushing the crown beneath his hoof with a rather gratifying crunch.  _ I’ve waited so long for that... _ he thought silently to himself, before returning to the current situation. 

Looking up, he was greeted with the smooth carapace of a xenomorph. He leapt back a few paces with a startled yell. Realising it was Xena Rose in her more alien form, Starscream calmed down a bit. He didn’t even bother asking how she just climbed up the side of a vertical cliff face. 

“Nice stunt Screamer. I didn’t actually think you’d pull through for us,” she said, as she started walking around the ridge. She had her saddlebags on her back, and poking out of one of them Starscream could just make out the tip of the Requiem Void. For a second the thought that it was a bit risky passed through his mind, but he soon dismissed it. 

“Hey have you seen Haunt?” Rainbow asked as she returned from a quick flight around the ridge.

“No, but if I know her, then she wouldn’t want to miss any of this. She’ll be here soon. In some dramatic over the top way,” Xena Rose replied, looking up as a bolt of lightning coursed through the sky. 

It was quickly followed by two more, then a final one which arched down and hit the ‘no man's land’ in the middle before exploding outward in a blast of energy. But it didn’t reach anybody. A split second later, Haunt burst through the clouds, following the same path as the lightning did. 

“Told you so,” Xena Rose said, almost to herself. “She’s always been a show-off.”

Her chariot landed gracefully in the middle of the empty stretch, but with the back facing Olethron’s army. She’d modified it since the last time Starscream has seen it. Now, instead of the row of seats there was a large metal cage in their place, the thick metal panels probably weighed a ton. But the Seekers didn’t show any problem pulling the chariot. 

Lily circled down and landed on top of the cage, growling at anyone who attempted to get too close. Hk-47 was standing next to Haunt, obviously arguing with her about something, though they were too far away for Starscream to hear. After seemingly winning the argument, Haunt looks up at her brother on the opposite ridge and waves. He saw Scar visibly sigh, before facehoofing at his sister.

Haunt beat her wings, launching herself into the air before landing next to Lily on top of the cage. She walked to the edge of it, looking down at the crowd forming some distance away around the chariot. Her horn lit up with magic as she smiled at the army below her.

“Surrender now, and we shall let you leave peacefully,” Haunt declared, using the same spell Scar and Olethron had to project their voice. “Or will I have to send you running home to mummy with your tail between your legs?”

She was greeted by mocking laughter, that spread like wildfire through the army. Haunt merely smiled at them, before knocking with her hoof four times on the cage. 

Presumably, Scar’s army knew what was going to happen. As they had collectively taken a few steps away from the chariot. Even the Xenomorphs had fallen back, almost back to the tree line. Xena Rose had pulled a box of popcorn out of her bags and was now eating it, whilst using her tail as a seat. 

Pinkie had been instantly at her side, and Xena Rose had - reluctantly at first - shared some of the popcorn with her. But she wouldn’t tell them anything about what was going on. Despite the constant pestering. Though they didn’t have to wait long.

The cage beneath Haunt and Lily had begun to shake, increasingly so until it was almost throwing them off. But by some form of sheer luck they were managing to hold on, though they kept their composure. A menacing growl emanated from the cage, making the soldiers take an involuntary step back. 

Suddenly, the doors at the back of the cage exploded off their hinges. Parts of them partially melted and twisted in bizarre shapes as they slammed into the ground a few feet away kicking up a large cloud of dust. A loud roar cut through the air as the dust began to settle. 

Grimmy charged out of the cage, jaws open wide as a torrent of flame burst from between them scorching the ground in front of him. He charged into the waiting mass of soldiers, crushing and scorching all those who dared linger in his path.

As the first few ranks fell, the ones behind them balked. Instinctively turning tail and fleeing. Though some of the braver, or possibly more foolish among them, stood proudly and fought. 

Starscream closed his eyes against the blinding sight. But even when he did, the scene was burned onto his eyes. It reminded him of the final days on Cybertron, he had only caught a glimpse of the devastation that Grimlock had caused. But Starscream was almost certain that Grimmy could live up to the feats of the original. 

“Yep. Always been a show off,” Xena Rose said, laughing to herself as she continued to eat her popcorn.


	18. Chapter 18

Grimmy continued to surge forward, creating a large zone around the chariot which was free of soldiers. Scar’s army was watching the carnage from either side of the chariot, safely out of range. The Xenomorphs had faded back into the forest, and Starscream could only catch the odd glimpse of one in the shadows beneath the trees.

Starscream shuddered as Grimmy let out an almighty roar, and he began pacing around the circumference of the circle. A light blue barrier had appeared suddenly that now kept him from his prey, and it wouldn’t yield to the jets of flame. Only half the army now remained, the others had either fled or had fallen, but the soldiers that remained were huge menacing brutes.

“We should move,” Xena Rose said as she finished the last of her popcorn. 

“Yes, I agree,” Rarity said, looking with disdain at the area around her. “We should at least move to where we aren’t behind enemy lines.”

“Right, I’ll teleport us over,” Twilight said eyeing the distance between the two ridges. “It shouldn’t be too hard.”   


“I’ll walk thanks,” Xena Rose said, taking a step towards the ledge. “I need to give the Requiem Void to Haunt anyway,” she continued, patting her saddlebag and continuing on her way towards the ledge. 

“Hey, I’ll take it. I’ll get it there faster,” Rainbow said, jumping in front of her. After hesitating for a moment, Xena Rose handed over the bag then vanished over the edge of the ridge. Rainbow quickly shrugged on the saddlebag and grinned at her friends. 

“See you guys on the other side,” Rainbow called out, before launching herself into the air and soaring upwards. 

* * *

White fluffy clouds had broken away from the dark thunder cloud above the battlefield and provided cover for Rainbow to fly through. She kept catching glimpses of the battle below her. Grimmy was still being kept at bay by the forcefield. She wasn’t needed in a hurry, so she took her time and simply enjoyed the flight. The battle was yet again at a standstill.

As she was gliding over an especially big cloud, a grey blur slammed into the side of her and forced her to land heavily on the soft surface. She scanned the sky for her assailant, but there was no sign of anyone else. Just as she was about to shrug it off as a stray wind current, a familiar pegasus landed on the cloud a few meters in front of her. 

“The bag Rainbow, give it to me,” Starscream demanded, glaring at her. Her mouth opened as her brain slowly processed what she was looking at before she shook her head and crouched in preparation to flee. 

“Starscream... What are you doing?” Rainbow asked, taking a step away from him. 

“I’m taking the Requiem Void to my Queen. But you’re getting in the way,” He replied, taking a step towards her. Rainbow had seen him throw off his cape and crown in disgust earlier - and he had apparently done the same with his gauntlets after she had left - so she had thought he had hated the Queen.

“You’re not getting it Screamer,” Rainbow shouted, returning the glare. Starscream growled at her and leapt towards her. But she was already in the air, dodging around clouds whilst keeping tabs on where he was. 

When he appeared to suddenly vanish, Rainbow hovered in place searching for him. Though after a few minutes she guessed that he’d given up. Or crashed. 

Gaining her bearings, she realised that she was nearly a mile away from where she was supposed to be. She quickly set off again, bursting through clouds rather than going around them to save on the time that she had lost. As she burst out of a cloud, something hit her from above, sending her spiralling until she crashed on another cloud. 

Jumping to her feet, she glared at Starscream as he landed in front of her again and held out his hoof. 

“Now this is the last time I’m going to ask nicely. Give me the bag,” he demanded, returning the glare. 

“Sorry Screamer, no can do I’m afraid,” Rainbow said grinning at him. Snarling, Starscream leapt at her, but she jumped out of the way and flicked her tail out, making him trip and land on his face. 

“Starscream, you want the bag come and get it,” she called out laughing, before jumping over to an adjacent cloud and waving at him. Starscream heaved himself to his feet and growled at Rainbow. 

“Okay then, lets tango,” Starscream said then leapt after her and landed in the spot she was in moments ago. He looked up at the sound of laughing to find her smiling at him from the other end of the cloud. 

“You’ll have to do better than that!” she jeered, just missing him every time he lunged. After running circles around him for a few minutes, she gave him the slip and watched for a few more as he searched frantically for her. “You don’t seem to be very good at dancing...” she remarked from the small cloud she was lounging on. 

Looking up to where the voice had come from, he saw her and growled. His eyes flashed a darker shade of red and he lunged at her, beating his wings to propel himself upwards faster. Rainbow jumped off the cloud just before he smashed through it. Before she could get clear, Starscream grabbed her tail in his teeth and flung her to the side. 

Rainbow crashed into a cloud and as she once more got to her feet Starscream landed in front of her and spat stray strands of hair out of his mouth. Noticing the pure hatred in his eyes as he began making his way towards her, she decided it was best to alter her approach.

“Ow... You ruined my tail...” She exclaimed, in the whiniest most irritating Rarity impression she could muster, whilst she lifted a foreleg to her head. Starscream stopped in his tracks, his jaw slack and his head tilted slightly. Using his moment of confusion, she spun around and bucked him in the face, sending him flying to crash face-first in the cloud. 

“Grrrrr... I’ll grind you into dust!” he shouted, spitting out pieces of cloud. 

“Haha! Not before I eat your spark for breakfast,” Rainbow responded, using a term that she had heard them use to make the sentence seem less morbid. 

Before either of them could move to make good on their threats, something flew in from the side and crashed into Starscream, sending him once more crashing into the cloud. Whilst his assailant remained in his place.

“I’ll take this dance,” a second Starscream said, smiling at Rainbow. Now it was her turn for her jaw to go slack. New Starscream was stood in front of her, whilst old Starscream was still picking himself up off the cloud. 

Though her confusion dissipated a bit once she was able to notice differences between the two. New Starscream was still wearing his gauntlets and had a small scar on his cheek. Old Starscream was now looking at his counterpart with pure hatred.

“Rainbow, get out of here,” new Starscream said as he turned to face himself. Not waiting to see what would happen, she leapt into the air and flew towards Haunt at the centre of the battle. 

She landed on the ground in front of the chariot next to Haunt panting slightly. She handed over the bag with the requiem void, and sighed with relief. 

“Thank you Rainbow,” Haunt said, before offering Rainbow a flask of water, which she drank eagerly whilst watching the battle before her. Grimmy was slowly pacing a few feet from the barrier, and every few minutes a small flicker of flame would pour out of his mouth.

“You can go and join your friends on the ridge if you like,” Haunt said after she had been given the flask back. Before she could answer Starscream appeared, flying towards them at a ragged pace from somewhere in the clouds. As he landed, he tripped on a pebble and was sent rolling across the ground until he hit the side of the chariot. 

“By Primus I’m so annoying,” he said as he clumsily picked himself up, and after noticing he was wearing the gauntlets Rainbow relaxed slightly. 

“What happened to other Starscream?” Rainbow asked as he walked over to them. A flash of confusion swept across Haunt’s face, but she just shrugged and returned her attention to the breaking through the force field. 

“It doesn’t matter, you won’t be seeing him again,” Starscream said, with a hint of menace in his voice which made a shiver run down Rainbow’s spine. Before she could ask what he meant, Lily gave out a loud hiss and everyone followed her gaze to see the army parting to give way to someone.

Olethron sauntered calmly towards them, her horn lit up with an aura the same colour as the force field. As she got closer, Starscream seemed to crouch lower to the ground as if he was trying to hide from her. She stopped directly behind the barrier and smiled at them.

“Hello dear, did you miss me?”


	19. Chapter 19

“But, we saw you fall off a cliff...” Rainbow said after she had picked her jaw up off the floor. 

“Oh, my dear, it takes more than simple treachery to get rid of me, and I’m surprised it took Starscream that long to try something like that,” Olethron said, smiling at them through the barrier. 

“So you knew I was going to betray you?” Starscream asked, picking himself up off the floor. 

“Of course I knew, your little clone told me everything about you. He even tried to betray me a few times himself,” she replied, before laughing at the confused expression on Starscream’s face. “Though maybe you haven’t created him yet, the portals sometimes mix up their timings.

“Now, enough of the chit-chat. Do you surrender?” She continued, looking at them for their answer. 

“Surrender? Ha! We’re winning,” Haunt said, standing proudly as Scar landed next to her. “You should be the one to surrender.”

“I will never surrender to two insolent foals,” Olethron snarled, stamping her hoof down.

“Well if you don’t want to surrender, stop hiding behind that force field like a coward,” Scar said, as he folded his wings. Grimmy was still stood next to the barrier, his slightly open mouth revealing the orange glow of the waiting flames and allowing dark plumes of smoke to pour out. 

“As you wish,” Olethron said, letting go of the spell that powered the barrier. As it vanished Grimmy charged with a torrent of scorching flame flying straight towards Olethron. Standing her ground, she pulled something from her side with her magic and held it in front of her to deflect the flames around her. Scorching her own army. 

After a few seconds, Grimmy stopped the torrent of flames and gave Starscream and the others a clear view of Olethron. Held in front of her was a jagged sword, that had a blade constructed of the purple crystals and a handle made of obsidian. The blade looked imperfect, as if the hundreds of shards of crystal that made it up didn’t want to fit together, and often stuck out in random directions.

Not pausing to wait for an explanation Grimmy charged, roaring at Olethron whilst he built up the flames in his jaws for a bigger blast. Whilst the soldiers near Olethron took a few steps back to avoid him, she held her position with a smirk on her face. 

She ducked under the huge jaws that snapped shut where she was a mere moment before and lunged up with the sword once she was beneath him. Grimmy let out a pained roar as the sword pierced through his chest. Letting go of the sword with her magic, she left it in his chest as she summoned a gust of wind that knocked him off his feet and grinding across the ground on his side until he came to a rest near the chariot. 

“Grimmy No!” Haunt said, rushing to his side once he had ground to a stop. 

“I’ll be waiting for your surrender,” Olethron said, laughing as she turned and sauntered away, whilst her soldiers remain in their positions giving them some space.

Haunt quickly began scanning Grimmys unmoving form with her magic to asses the damage, crouching down to get a better look. When Starscream and Rainbow walked over, she was charging her magic to send a beam of it to the crystal below his neck. 

“No no no no no no...” Haunt stammered after she had opened the panels on his chest. The sword had cut straight through the panels and headed straight for the small chamber in the centre of the mass of gears and mechanisms. The tip of the blade had smashed the crystal in the chamber into tiny little shards that were no longer pulsing like they were. 

“You can fix him right?” Rainbow asked probably thinking like Starscream did, that they were still outnumbered and only Grimmy could send the soldiers running for their lives. After waiting a few moments for an answer, they looked at Haunt to find her frozen over the robot with her eyes distant and glazed. She remained still as they watched Grimmy’s red eyes fade to black and only moved once Scar put his hoof on her shoulder.

Shaking her head she stood up straight, with her eyes momentarily glowing red. She let out an enraged snarl as she grabbed hold of the sword and pulled it out of his chest. She began examining the blade, whilst a demonic expression possessed her face and strands of her mane began to look like they were on fire. 

Starscream, Rainbow and Scar slowly backed away from her as the sword started glowing, then almost seemed to burst into flames. The shards that made up the blade then coalesced together, forming an altogether more perfect blade but it still had its jagged appearance. 

With a wrathful growl, her eyes locked on to where she could just see Olethron as she sauntered away, and before her brother could stop her she charged the large mass of soldiers before her. 

“Shouldn’t we help her?” Rainbow asked, more out of the urge to fight than concern for Haunt.

“I think she’s got things covered,” Starscream replied as they watched Haunt cut through anyone who got in the way of her target. Soon Rainbow and Starscream had to hover in the air to be able to watch over the growing pile of fallen soldiers. Though it took Starscream a few attempts before he could hover without crashing into something.

The soldiers were less than happy to let what looked like a raging demon near their Queen, so hundreds dived in front of her to block her path. Some of the more intelligent soldiers realised that the tactic was definitely not working, so had slowly made their way behind Haunt in an attempt to catch her by surprise. Before Rainbow could shout out a warning, a high pitched whoosh sound came from beside them and a glob of green liquid shot past them. It landed on the armour of a soldier and began to quickly eat through it before he managed to pull it off. Other soldiers weren’t so lucky and ran from the battlefield shrieking in agony.

Turning, Starscream saw Lily crouched on top of the chariot laughing as she watched the soldiers flee. He could see some of the green liquid - presumably acid - dripping from her jaws, and as another soldier got too close to Haunt she fired another glob and it landed with precision on its target. Starscream flew a bit further away from the dragon, just to be on the safe side. 

It didn’t take long for Haunt to reach Olethron, and she was now stood in a small clearing of the soldiers taking deep breaths after her enraged charge across the battlefield. She stood there snarling at the Queen and waiting for her to make the first move. 

“Soldiers deal with this... trash,” Olethron said, maintaining her snobbery and calm demeanour in the face of her more than probable defeat. None of her soldiers moved, though they feared the wrath of their Queen the pony before that stood before them had made some of their greatest warriors look like nothing more than children. And none among them were willing to fight for their Queen against her. 

She was on her own.

“Well then, I guess it’s just you and me,” Olethron said, seemingly not dazed by the challenge before her, and only concerned with making sure the amulet was still in place around her neck. 

Tired of waiting Haunt let out a yell and charged, holding the sword with her magic in the air above her. Olethron quickly threw up a barrier with her own magic, which shattered into a thousand pieces as the sword smashed straight through it and she was sent flying backwards by the discharge of energy.

Haunt didn’t slow down, and once Olethron had picked herself up off the ground she was already beside her and preparing for the final strike. She brought the sword down again, this time leaving a jagged wound down the side of her neck whilst cutting through the chain that secured the amulet to her neck. Haunt then kicked her to the ground and stood over her with the tip of the blade pointed at her neck.

“Like mother like daughter it seems,” Olethron said, as she knew the wound would leave a scar.

“I am nothing like you,” Haunt said, her voice full of malice as she lowered the blade so it the tip dug into her. “I won’t kill the helpless,” she continued, removing the sword from her neck and turning, she walked back towards her brother with the amulet now in her grasp. Olethron slowly picked herself up, after healing the gash with magic but leaving a scar in its place, then took a few shaky steps forward. 

“Now my army! Attack!” she shouted a manic grin on her face but it soon faded as shouts of indignation rose from her army as it turned and left her. She watched in horror as they left her alone and vanished into the distance. She then cried out as her coat faded from dark grey to light pink, her eyes lightened from purple to light blue and stopped being slit-pupiled. Her dragon wings vanished altogether. 

Olethron took a step towards them, the beginning of an attempt to retrieve her amulet and restore her alicorn-hood. But after a moment, thought better of it and turned tail and ran off into the distance before anyone decided to lock her up. 

Starscream and Rainbow returned to the ground, again with Starscream messing up the landing and ending up upside down again. Haunt ignored them and her brother as she just walked past all of them and went over to Grimmy who was still on the floor. She stabbed the sword into the ground then began collecting the shattered shards out of his chest until she had them all on her hoof. 

“Can’t you just replace the crystal?” Twilight asked when she and the others got there. 

“No, the crystal contains his memories and thoughts. If you change the crystal you change the robot and they would become completely different,” Haunt said, not looking up from the shards. “I’ve known Grimmy for so many years it would feel wrong.”

“Statement, get over it master,” HK-47 said, throwing the requiem void towards her and knocking the shards from her hoof and herself from her thoughts. Before she could catch them, the requiem void landed with a thud on the floor and all the shards fell into it and were absorbed by the device, making it pulse and glow brighter. Realising what had just happened Haunt glared at HK-47. He stood still as a statue for a moment, before bolting.

“Hmmmm, maybe...” Haunt said lifting up the requiem void and placing it over Grimmy’s open chest. 

“Haunt, what are you doing?” Starscream asked, stepping closer to get a better look.

“Don’t worry, you know as well as anyone that in science you need to take risks,” she replied, a small grin appearing on her face as her plan formulated in her mind.

“Well, could you not take risks with the one thing that is able to send us home,” Starscream almost shouted, he didn’t want the device to be in their grasp only to be destroyed before they could go home. Though he also didn’t want to see how painful her sword was.

Ignoring his last remark she continued with her plan, slowly she lowered the device into his chest where it fit snugly where the crystal once sat. After checking that all the gears were still in working order, she closed up his chest and waited for a few minutes. 

“Well... Did it work?” Rarity asked. Nobody noticed his eyes lighting up.


	20. Chapter 20

Grimmy remained motionless on the ground, and so did the group of ponies sat around him. The only movement came from Haunt as she frantically worked on Grimmy, trying desperately to find any sign of life after she had watched the last flicker of light from his eyes fade back to darkness.

“Sister, it’s no use... He’s gone,” Scar said, after watching his sister worriedly for the past 10 minutes. 

“No. Just give me a second or two... I just need more time...” Haunt replied absentmindedly as she continued working. 

“How much time? How much longer do we have to wait here in the dirt!?” Starscream shouted, jumping up from his place before anyone could protest. 

“Starscream...” Rarity said, in an attempt to stop him, but he ignored her.

“We’ve done what you asked! We got rid of Olethron. Now leave that tin can be and get us home!” he shouted, before kicking Grimmy in the chest. He let out a pained gasp as his hoof hit the solid metal, but kept his stern gaze on Haunt. She hadn’t moved since he had started his rant, only watching him with a blank expression. 

Her gaze never left him, and after a few seconds, it began to make him uncomfortable. Until he eventually moved to stand by the head of Grimmy, to keep him between them whilst he continued to shuffle under her gaze. 

Starscream froze as he heard something.

Looking to his side, he saw the cause of the noise that had made him stop. He turned to face an open maw filled with rows of razor-sharp teeth and the red hue indicating first hints of fire. Opening his jaws fully as he rose to his full height, Grimmy roared and blasted Starscream with a jet of hot air that made him take a few frantic steps back.

Seemingly satisfied that Starscream had received his warning, Grimmy turned away from the stumbling pegasus. Before he could move, Haunt tackled him in a hug that nearly knocked him back onto the floor. 

“See... people can’t ignore my brilliance...” Starscream mumbled as he went to sit back down with the others. Lazerbeak was laughing at him as he landed on his wing, but Starscream was too dazed at the moment to glare at him. 

Starscream turned away from the touching reunion that was taking place before him, and instead directed his gaze to his surroundings. Haunt’s other robots and the soldiers who had participated in the battle were slowly making their way through it, tending to the fallen ponies and slowly removing any sign of the battle. The large thundercloud that had been hovering over the battlefield slowly began to disperse and it wasn’t long before there was no sign of it and only the faint glow of the approaching dusk was left in the sky. 

However as Starscream watched the sky he noticed one dark cloud hadn’t dispersed, and instead looked as if it was heading towards them.

“Erm... Guys...” Starscream said, and everyone followed his gaze to see what he was looking at. The dark shape that was still heading towards them was too organised to be a cloud, it had straight edges and as it got closer it looked as if it was more like an organised swarm than a cloud. 

Suddenly, it was above them, and a large squadron of bat ponies landed around them. Acting on some pre-set order, the new arrivals set to work helping the other soldiers clear up the battlefield. 

“Princess Luna!” Twilight exclaimed as she trotted over to Luna’s chariot that had landed next to Haunt’s. The two bat ponies that were pulling it unhitched themselves and stood a short distance behind the princess of the night, acting as her bodyguards. 

Luna opened her mouth to respond when a blue blur jumped between them and stopped in front of her. Luna stared mouth slightly agape when she saw Xena Rose frozen to the spot before her. 

“X-Xena...” Luna said almost uncertainty.

“You... you’re okay...” Xena Rose said, before tentatively reaching a hoof out towards Luna. She stared at it for a few minutes once it had made contact, then leapt at her and entombed her in a hug. “I thought you were lost forever...” she muttered as she wrapped her tail around the princess almost protectively. 

“Sister told us you’d vanished from Equestria, otherwise we would have searched for you,” Luna said, after getting over her initial surprise and returning the hug. Xena Rose hissed loudly in response, and everyone instinctively stepped back as a roar rang out from the forest that was evidently from Raven.

“Don’t,” Luna said calmly as she broke up the hug, “you know she was only doing what she thought was best.” 

“Fine, I won’t kill her. Yet.” Xena Rose replied, grinning at Luna. “But no promises about torturing her with music.” Luna sighed, before looking up and noticing the others stood around them. 

“I’m guessing you are tired from past events,” Luna said addressing them, and they nodded. “Go, get some rest. We shall tend to things here.”

* * *

“What, pray tell, are we doing here?” Starscream grumbled for what felt to the others like the hundredth time. And as with the other times they ignored him and continued looking through the seemingly endless sea of statues. Starscream sighed and sat on the path in the middle of the large room, and resigned himself to waiting until someone found something interesting.

It was the day after the battle, and instead of heading back to Ponyville so that they could be on their way home, the others had insisted on exploring the trophy room. They had expected the castle to be empty, but when he had knocked on the door - in anguish at their delay being prolonged by a locked door - Quill Brooks had answered it. 

Though before Rainbow had time to attack the butler, he had offered his services to Haunt and Scar, exclaiming something about being loyal to their family which now contained only them two. He had been more than happy to lead them to the trophy room and had even smiled when Haunt had called him by his actual name. 

Starscream disliked being in the castle, it always seemed unnaturally empty. And the sooner he got home the better, he was more than sick of pastel-coloured talking ponies and their land. 

“Cubey! I’d wondered where you’d got to!” Haunt exclaimed, knocking Starscream out of his sombre thoughts. “He was my favourite toy as a child,” she continued after the puzzled looks she was receiving from the others. 

“Burn it.” Scar said bluntly as he continued to examine a statue of a pegasus with a pentagram as his cutie mark. 

“You monster!” Haunt replied, glaring at her brother as she moved away from the statue she was going on about. Starscream lost interest in the conversation then, and only caught snippets of it and some random argument about a potato. 

“Hey Screamer. Stop looking so glum,” Pinkie said as she jumped in front of him. “There might be something you need in here.” Before he could respond she sauntered off, with Bob, her now larger swarm of insecticons now flying along behind her. He felt Laserbeak land on his shoulder as he was about to lose himself back in his own thoughts, but then he remembered what he had seen the last time he was here. 

“Pinkie!” he exclaimed as he jumped to his hooves nearly knocking Laserbeak off his perch. “I don’t suppose you have any wrapping paper?” he asked after he had caught up with her. 

“Of course Screamer!” she said, before pulling about a meter of colourful striped paper out of her mane and handing it to him. 

“I think I might need more than that,” he replied. 


	21. Chapter 21

Starscream lay on the ground, waiting with what little patience he had left whilst Haunt worked hurriedly with her equipment. Next to him was a box wrapped in blue paper with a bright pink bow on it that Laserbeak was perched on. He didn’t believe Pinkie when she told him that she’d only brought a pink ribbon with her, but he was too excited with what was happening to be annoyed at her. 

He had to refrain himself from pacing around the courtyard, a task that Arcee had failed to accomplish, but he was still unable to stop his wings from twitching. There wasn’t much to do while they waited; Twilight, Rarity, Pinkie, Rainbow and Fluttershy had long since abandoned plying Haunt and to some extent, Grimmy with questions and were sat on a large blanket against one wall of the courtyard. 

Haunt worked silently, though occasionally she asked HK-47 to pass her a piece of equipment before losing herself again in her work. 

Scar and Nightshade had already said their goodbyes to the group and were busy helping the citizens of Baltimare. Xena Rose had returned with Luna to Canterlot after she had been assured that the twins had everything in control. And the ponies were returning to Ponyville on the next train this afternoon. Haunt had remarked with obvious joy at how quiet it was going to become again. 

“Right, I think that’s sorted,” Haunt said, stepping back away from Grimmy and closing his chest. An instant after the words registered in his mind, Starscream leapt to his hooves almost knocking Laserbeak from his perch. 

Haunt tapped Grimmy on the shoulder and he took what looked like a deep inhalation of breath, as he leant back so he was standing straight upright at his full height. He held in position for a few seconds before lunging forward and letting out an echoing roar. This was accompanied by a pulse of blue light that rebounded off the far wall and collided with a second pulse and exploded into a familiar spinning vortex.

Starscream was about to leap forward when he was tackled to the ground by the ponies and almost crushed by hugs. No matter how he struggled, their grip was unbreakable. But the one redeeming factor was that Arcee and Bumblebee were also going through this torture. After a few minutes, he was able to escape, and quickly put some distance between him and them. Laserbeak was lucky and had avoided the hug attack. He was currently off to the side being petted by Fluttershy.

“We’d better get going, Optimus is probably looking for us,” Arcee said, and they headed towards the portal. They said their final goodbyes before they headed into the portal. Starscream didn’t look back once. 

* * *

It was quiet aboard the Nemesis. It had been less than a day since the second group had been sent through the portal, and the ship had returned to it’s naturally calm running order. 

A group of Vehicons were doing their assigned allotment of routine maintenance in one of the higher up corridors, which was one of the few to have a window. They rounded a corner to face a swirling vortex and instinctively took a few steps back. They knew if it turned out to be dangerous they were going to be the cannon fodder used to figure it out. 

Optimus Prime walked out of the Ground Bridge that was before them, accompanied by Bulkhead who was right behind him. The Vehicons didn’t want to fight them. They were just maintenance bots, and knew that they would probably be destroyed instantly, so they just started backing up slowly.

“I am here for Arcee and Bumblebee,” Optimus said, walking forward slowly. “Anyone who gets in my way,” he changed his hands into his weapons, “will be pulverised.”

“We got a badass over here!” one of the Vehicons called Steve exclaimed, making the room go silent as they all looked at him.

“I regret nothing!” he shouted as he leapt at the open window and vanished from sight. His companions rushed to the window just in time to see him transform and fly off into the distance. 

They then returned their attention to the two Autobots now aboard the ship, and they realised that Steve had taken the easy way out. The rest of them were ground vehicles, so they were now stuck here. 

Before anyone could do anything the announcement system blared into life, blasting Megatron’s voice loudly around the ship. “Optimus Prime is now aboard our vessel. Anyone who harms Optimus will be personally taken care of... He is a guest upon our ship and so he shall be treated like one.”


	22. Chapter 22

“Well it seems someone was expecting us,” Bulkhead said, as they followed the Vehicon. “You’d have thought they would have set out the red carpet.” Optimus didn’t respond, he was concentrating on watching their guide. They might need to find their own way out... They still had their weapons equipped and would be ready if Megatron tried anything, hopefully.

The Vehicon stopped by a door and opened it, before waving them in. They walked into an observation room, with the only distinguishable feature being the large window that looked out onto a lab. There was a strange machine inside the lab that neither of them recognised. 

“Ah, Prime. What a pleasure to have you aboard our vessel,” Megatron said as he watched them walk in. The room was surprisingly well lit, so they could easily see Megatron in the far side of the room, stood in front of Soundwave who was working on the computers and seemingly oblivious to what was going on around him.

“Cut the formalities Megatron, what have you done with Arcee and Bumblebee?” Optimus asked. He didn’t raise his weapons, if Megatron was being civil he was not going to ruin it with a hasty movement. 

“Was the message Arcee sent not explanative enough?” Megatron replied, folding his arms in an attempt to appear calm. He didn’t want a fight to break out here, the equipment in this room was valuable and was mostly irreplaceable. 

“Yes, though-” Optimus was cut off partway through, as a siren cut through the air. Soundwave looked up from his computer and turned to the window. Everyone else followed his lead. The large machine was slowly powering up, and soon the room was filled with a blinding blue light forcing them to look away.

* * *

Arcee and Bumblebee tumbled out of the portal, only just managing to regain their balance before they ended up in a tangled mess on the floor. Starscream wasn’t far behind them, but as usual, didn’t have the same luck. He took two steps and then crashed to the floor with a yell, and it took him a minute or so to make it back onto his feet. 

Laserbeak had no such problem, he came soaring out of the portal seconds before it closed, still gripping the present. He made no attempt to help them, no acknowledgement of their existence. He simply opened the door and flew off down the corridor towards Soundwave’s lab. 

“Well what now?” Arcee asked. In response Bumblebee just shrugged, and when she turned to Starscream she found him admiring himself in a shiny panel set into the wall. 

“Oh, how good it is to be back. I’m never going back to that horrid place ever again,” he said, ignoring everything else in the room. So he didn’t notice when the door slid open with a soft whoosh. 

“Arcee, Bumblebee, how nice to see you back,” Knockout said from the other side of the door. Arcee glared at him, but before she could attack he continued talking. “Now, I’m not here for chit-chat. Optimus is waiting for you the next door down.”

“How do we know you’re not lying?” Arcee asked, not moving. 

“I’m a Decepticon. You don’t,” he replied before turning to walk away. Arcee started to follow him when she noticed Starscream was still gawping at his reflection. 

“What about him?” she asked, pointing to the seeker. 

“*sigh* I don’t get paid enough to deal with him,” Knockout responded as he continued on his way. “Just leave him.” 

The door closed behind them and Starscream remained fixated on his appearance for the next 10 minutes. At which point he decided to become aware of his surroundings. 

“Wait. Where did everybody go?” he said as he made his way over to the door. He was about to open it when he heard two sets of footsteps walking towards the room, so instead, he listened. 

“My liege, you can’t seriously be letting him back into our ranks? He is unfit for his duty,” Airachnid said, her voice calm but with an underlying hint of agitation. “I can deal with him if you wish...”

“Heh heh. Let him back...?” Megatron replied, filling Starscream’s spark with dread. He’d been played as a fool... Evidently he was going to go along with her little plan.. Starscream wasn’t going to stick around to find out the details. 

He ran back to the machine, almost tripping over his feet in his haste and frantically searched for the on button. He pressed all the buttons he could see in his panic until the big red one in the centre lit up. Only taking a second to consider the implications of what he was about to do he hit the button and ran into the blast radius of the portal and vanished. 

* * *

Outside in the corridor, Megatron was getting tired of Airachnid prattling on. He saw her grin out of the corner of his eye as she thought he would accept her proposal.

“Heh heh. Let him back...?” He said calmly as they stopped outside the room that the Trans-Dimensional Warp cannon was in. “If it wasn’t for you... He never would have left in the first place!” he continued, turning away from her as the grin was wiped off her face.

“NO! It was your fault and you can’t cover your tracks by killing him. No matter what you may think, he is a valuable strategist,” Megatron paused for a second before continuing, “and essential to our cause.” 

“He tried to kill you,” she replied bluntly.

“What Decepticon position is without risk?” he countered with a hint of menace. “Now, get out of my sight.” She quickly obeyed, scurrying off to whatever dark corner of the Nemesis she decided to call home.

He opened the door to be met with the slowly fading pulses of light as the machine powered down. 

* * *

Starscream was prepared this time, so instead of falling 25 meters to the ground he glided slowly down. He hadn’t intended to return here. He never wanted to see this place ever again. But if Megatron wanted to kill him then he had no choice. 

Being stuck on this pathetic organic planet was better than being dead. 

Starscream didn’t know how much time had passed since he had left. He knew the different dimensions ran at different speeds, as spending a few weeks here had only been a few days back home according to his sensors. 

So as he stood on the grassy hill overlooking Ponyville he had no idea if the girls were there or not. Their train was supposed to leave the afternoon he had left, and judging by the sun it was only mid-afternoon. Or mid-morning. He could never tell and all the sun did was blind him.

“Hello Starscream!” came a voice and he looked around to see a very dishevelled and very angry Olethron standing in front of him.


	23. Chapter 23

“H-h-hello Olethron... What a... Surprise to see you...” Starscream muttered, taking a few shaky steps backwards as his ears flattened to the side of his head. 

“It’s Queen Olethron to you, traitor. But I must agree that it is such a surprise to see you here. After all the complaining you did about this dimension, I never expected to see you come willingly back,” she replied, taking a deep breath and standing up straight. 

“You know... I’m starting to regret that decision already...” he said as he continued to move backwards. 

“Well, it doesn’t matter. It only makes my plan easier,” she continued taking a step towards him. “Now I only have to hunt down Arcee and Bumblebee in your dimension. After I’ve dealt with the annoyances in this dimension first of course...

“Starting with you,” she said with menace in her tone. 

“S-surely there’s no need to... We could work something out...” he stuttered, increasing his pace backwards, but he soon tripped over his own hooves and landed on his side. He attempted to untangle himself from the sprawl of his own legs, but he couldn’t even free his wing. 

“I’m afraid I’ve become bored of your treachery. And I’m going to finally put an end to it. Something that pathetic excuse you call a leader Megatron could never do,” she continued, as her horn lit up with a light blue aura. 

As she was charging up her attack, the portal opened up again blocking out the sun momentarily. Olethron paid no attention to what was behind her whilst Starscream went wide-eyed in confusion, only grinning wickedly at her assured victory. 

“The only one who is going to harm Starscream is me,” stated the pony hovering where the portal had been. The voice was familiar to Starscream but he was momentarily unable to place it. Olethron had a split second of horror flashing across her face before she cried out in agony as the newcomer slammed down on her head with his front hooves, nearly burying it in the ground. 

She lifted her head up and looked at him with a snarl as he walked away. She grinned at his turned back and charged up her horn for an easy attack. Before the horror returned as the sparks from her horn fizzled out and died. She felt at her horn that was now snapped in two. She cried out in a high pitched shriek before the newcomer quickly kicked her with his back hoof and sent her flying. 

He looked at her with a look of disdain, before she picked herself off the ground and ran away as quickly as she could. The newcomer then turned his attention to Starscream, who was still cowering on the floor as he had realised who was standing before him. 

The pony before him was a grey alicorn, easily the same size as Princess Celestia, and he towered over Starscream. He had purple eyes that reminded him of dark energon and his mane and tail had a purple streak in them that was the same colour, but otherwise, they were just a slightly lighter shade of grey than his coat was. He wore a silver helmet that covered most of his mane and ended in sharp points around his snout. He also wore a chest piece made of the same material, that rose into spikes over his shoulders and left a gap where his purple-tinged wings emerged from his back. The armour was strikingly similar to his robot mode in the other dimension, even down to the Decepticon symbol emblazoned on the front of the chest piece in purple that seemed to glow. And Starscream could just make out the purple Decepticon symbol that was his cutie mark.

“M-Megatron... What... what are you doing here..?” Starscream stuttered as he tried to get to his feet. He doubted that Megatron would save him just to kill him himself, but it would hardly surprise him.

“No the question is, what are you doing here?” He replied looking down at him. “You made it back to our dimension and kept your end of the deal. So why did you run?”

“You... were talking... Airachnid...” Starscream said, as he slowly straightened himself up and tried to calm himself. But he made sure that his wings were slightly unfurled, just in case. 

“Like I said to her, you are better to me alive,” Megatron said. “Do not think for an instant that I could ever be persuaded by her treacherous words,” he added after a moment’s thought. Starscream let out a sigh of relief, but panicked and turned to follow Megatron’s gaze as a look of puzzlement crossed his face for an instant. 

“Are these  _ friends _ of yours?” Megatron asked, as two specks on the horizon slowly resolved themselves to the image of Princess Luna and Princess Celestia flying towards them. 

* * *

The observation room aboard the Nemesis was silent except for the constant tapping of Soundwave on the main computer terminal. The Autobots were waiting to be bridged back to Earth when the portal had been reopened. They were now all stood in the room along with Knockout and Soundwave. 

“What do you mean they’re gone?” Bulkhead asked a shaky Knockout, who was failing at hiding the worried glances between the Autobots and his newly polished finish. 

“Like Soundwave just showed you, Megatron went through the portal after Starscream. How hard is it to get it into that thick processor of yours?” Knockout replied curtly scowling at Bulkhead. 

“Bulkhead!” Optimus said calmly, as Bulkhead raised his fist, he grumbled to himself but didn’t attack. And Optimus went back thinking about their current conundrum. 

“Soundwave, can you open the portal again so I can go after them? I can’t let Megatron put the lives of the inhabitants of that dimension in danger,” Optimus continued after a moment of silent thinking.

Soundwave looked up from the computer for a moment and looked blankly at the Autobot leader. Without replying, he slowly walked past them all as they all watched. He walked out of the room and waited in the corridor, turning back to look at Optimus.

“Thank you Soundwave,” Optimus said as he followed him out of the room. “I will be back soon, Arcee you’re in charge.”

They walked into the room with the Trans-Dimensional Warp cannon and Optimus stood where Soundwave indicated, whilst he walked around to the control panel set in the machine. After a few minutes, Soundwave looked up to Optimus nodded in response. Not wasting any time Soundwave fired up the machine and the room was once again bathed in blue light. 

* * *

The portal opened in its usual position in the air, and Optimus fell a few meters before instinctively opening his wings and slowing his descent to a controlled glide. He quickly took in his surroundings of green fields before considering how he was going to find Megatron. 

“Ah Prime, how nice of you to join us,” said a voice from behind him that he recognised. Turning he was met with a sight that shocked him for a moment and Starscream laughed quietly at the look on his face.

Megatron and Starscream were sat on one end of a large picnic blanket that was covered in an assortment of foods. At the other end sat Princess Luna and Princess Celestia, and all four of them had cups of tea that they were holding in their magic. Except for Starscream who hadn’t touched his as he was certain he would be burned by the hot liquid. 

There was no fire, no explosions, only the leader of the Decepticons having tea. Peacefully. 

And then he realised that they were all ponies. Including himself. 

Starscream wasn’t surprised that Optimus had followed them, and he saw the small grin on the side of Megatron’s face. Which he masked from everyone else by taking a sip from his tea.

“Prime, this is Luna and Celestia, the Princesses and rulers of this world,” Megatron continued. 

“It is a pleasure, your highness’s,” Optimus said, turning to them and bowing, which was slightly awkward as he wasn’t used to his pony form.

“Likewise Optimus Prime. Would you care to join us?” Celestia asked, extending her wing and indicating a place next to Megatron for him to sit. Once he had sat down, Starscream could see the striking similarity between them.

They were both alicorns and were - as far as he could tell from them sitting next to each other - the same height. Optimus had red and blue armour covering his white coat, that like Megatron’s looked like his robot mode. He even had faint lines etched onto the front of his chest piece that looked like windows on either side of the glowing Autobot symbol in the centre. His helmet was also reminiscent of his robot mode, as it contained the sticking up spikes that his robot mode had. His mane and tail were blue and red, and the tips of his wings were tinged blue and red. His cutie mark was a Red Autobot symbol and was covered partially by his folded wings. 

They sat in silence for a moment, whilst Celestia poured Optimus a cup of tea. This was only to pass the time until Twilight and the others came here with Grimmy so that that they could be sent home. Starscream just hoped that they would arrive quickly, as he doubted that the decorum between Megatron and Optimus would last long. 

* * *

It was late aboard the Nemesis as Soundwave quietly made his way towards his quarters. Megatron, Starscream and Optimus had been stuck in the other dimension for the best part of an hour before they had been able to return. And luckily there had been no incidents here whilst they were gone. Though he’d had to keep an especially close optic on Airachnid...

The Autobots had been bridged out of the Nemesis shortly afterwards. And Soundwave had spent the remainder of the day tending to his normal duties. 

He reached the door to his quarters and entered the code to unlock it. He possessed a lot of valuable intel, and it was always best to be cautious with it. Only he and Laserbeak had access. The room was dark, only lit by a single dim blue light. He didn’t need much light to see, so it would put any of his enemies at a slight disadvantage should they foolishly choose to attack him here. 

The room was mostly bare and only filled with what he needed for necessity. To his left was a recharge bay, which he spent little time in as he was constantly working, and on his right was a large computer terminal. Ahead of him was a workbench whilst next to it was a large cupboard containing a large assortment of tools and spare equipment. 

On the workbench was the wrapped parcel that Lazerbeak had carried back with him. He hadn’t said what was inside it, only recommending that he should open it whilst he was alone. He hadn’t thought much about the parcel, he’d had more important matters to attend to during the day, and knew he would get around to opening it eventually. So he’d kept thoughts of it to the back of his processor, where they wouldn’t interfere. 

Lazerbeak was on the perch that was attached to the side of the workbench, where he usually sat while Soundwave was working. Since he had come back from the other dimension, he had changed slightly, as he now looked closer to what the inhabitants of Earth called birds. He had bendable wings that were currently folded against his sides and his face had altered to now contain a beak and more prominent eyes. He’d still been able to attach to his chest, so the alterations had no functional downside. It reminded him of his form back on Cybertron, and he was silently pleased with the change. 

Soundwave carefully undid the pink ribbon that was tied around the box without damaging it, then lifted off the lid and placed it onto the workbench. He looked into the box and saw three large items that resembled cassettes. Blue light emanated from the box and scanned him as he leant over it. 

Nothing happened for a few moments, then three minicons jumped out at him and onto his chest. After a moment of processing what was happening, he realised who was clutching onto his chest and shouting his name in joy. 

He instinctively wrapped his arms around Ravage, Rumble and Frenzy and a smiley face appeared on his visor. 

* * *

* * *

* * *

  
  


**Notes for the Chapter:**

> I would like to note that no ponies were harmed in the making of this story.   
I would also like to point out that Starscream isn’t a pony.


End file.
